Insolvency Asset Sales - Key Issues in Negotiating & Drafting Sale Agreements

Introduction

Asset and business sales in an insolvency context raise a range of legal and practical issues that do not typically arise on a conventional corporate transaction. Deals are often negotiated under significant time pressure, due diligence may be limited, ownership of assets can be unclear and office-holders will generally seek to minimise the warranties and protections given to purchasers.

This new virtual classroom seminar will examine the key issues involved in negotiating and drafting insolvency asset sale agreements. It will consider how to define the sale perimeter, establish what the insolvent company actually owns, manage third-party rights and allocate risk between the parties, as well as addressing the particular protections required by administrators and liquidators.

Using practical examples, the session will also consider the issues that can arise around contracts, intellectual property, data, licences, consideration and completion, together with the additional challenges presented by pre-pack sales and connected-party transactions.

What You Will Learn

This live and interactive session will cover the following:

• Defining the sale perimeter - identifying precisely which assets and liabilities are included or excluded from the transaction
• Establishing ownership and title - dealing with retention of title claims, third-party assets, trusts, proprietary claims and competing interests
• Managing limited due diligence - allocating risk where information is incomplete and the transaction is progressing at speed
• Protecting the office-holder - addressing capacity, liability, warranties and appropriate contractual protections for administrators and liquidators
• Dealing with contracts and third-party rights - considering assignment, novation, transfer restrictions, consent requirements and essential contracts that cannot be transferred
• Transferring IP, data and licences - identifying ownership and transferability issues affecting intellectual property, software, data, licences and other business-critical assets
• Structuring consideration and completion - covering consideration, VAT, apportionments, completion mechanics, possession and post-completion obligations
• Pre-pack and connected-party sales - considering the additional legal and practical issues arising where the purchaser is connected to the insolvent company
• Managing post-completion problems - addressing disputes concerning title, asset descriptions, liabilities, information provided and completion obligations

Recording of live sessions: Soon after the Learn Live session has taken place you will be able to go back and access the recording - should you wish to revisit the material discussed.