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Buying Part of a Business: Acquisitions of Subsidiaries and Divisions

October 17, 2019 @ 12:00 pm - 1:00 pm

Buying part of an operating company is entirely unlike buying the entire company.  When the buyer takes some but not the assets of a particular business line or operating unit, there are issues of allocating debt and other liabilities, as well as potential successor liability.  Crucially, there are issues of assigning certain client/customer contracts and the transitioning of both rank-and-file employees and managers.  Also unlike acquisitions of entire companies, buying a division or subsidiary involves complex transition service agreements between the seller and the buyer, ensuring the continuance of perhaps essential lifelines to the acquired division or subsidiary or the seller. This program will provide you with a practical guide to structuring and drafting agreements for acquisitions of divisions and subsidiaries.

Handout Materials will be emailed to you prior to the seminar
1.0 MCLE Credit Hours


  • Asset purchases v. entity acquisition
  • Allocation of debt/liabilities and successor liability
  • Identifying essential assets and personnel necessary for post-closing success
  • Management transitions and employee retention
  • Transition services agreements – post-closing agreements between seller and acquirer


Frank Ciatto, Venable, LLP – Washington, D.C.

James Marky, Venable, LLP – Washington, D.C.