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Asset Purchase Deals (Teleseminar)
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Asset Purchase Deals (Teleseminar)

2 CLE hours

4/15/2015 to 4/16/2015
When: 04/15/2015 to 04/16/2015
1:00 PM to 2:00 PM
Contact: (404) 521-0781

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One-hour CLE programs are just a phone call away
Convenient, affordable, timely and informative
An 800 number connects you to nationally recognized practice leaders who will speak on important issues and emerging trends in the law. You can also pose your own questions to the speakers. Written materials and other details are emailed in advance to pre-registrants.

Asset Purchase Deals - 2 CLE hours

There are many advantages to buying the assets of a company rather than its stock, including the ability to cherry-pick the best assets and not acquire the general encumbrances of the selling entity.  But direct asset purchases also multiply the complexity of the transaction.  Every class of asset is subject to its own transfer rules.  Real estate is governed by different rules and practices than intangible assets such as receivables, trade secrets, or contractual rights. Valuation of each asset class may involve different methodologies, allocating the purchase price to multiple asset classes implicates significant financial and tax consequences, and there is also the real risk that if an asset is not properly transferred, the buyer may be unwittingly “tagged” with the selling entity’s liabilities.  The process requires careful planning to manage the sprawling complexity of the deal.  This program will provide you with a practical guide to planning, drafting, and closing asset purchases transactions.

Day 1 – April 15, 2015:

Understanding the financial, practical, and tax tradeoffs of asset v. stock sales
Due diligence – the right questions for each type of asset
Valuation, allocation of purchase price to individual assets, and IRS Form 1060
Creditor issues – transferring assets subject to notes, triggering covenants, and more
Obtaining consents to assign assets – and alternatives when consents are not given

Day 2 – April 16, 2015:

Transferring financial asserts, including accounts receivables and other instruments
How transferring intellectual property is different than transferring other type of property
Reps and warranties for major assets classes
Escrow and hold-back issues for post-closing adjustments, claims, and latent liabilities
State transfer tax issues – how sales/use tax can apply to your asset sale/purchase 
Successor liability traps and techniques to avoid getting “tagged”


Alson R. Martin
is a partner in the Overland Park, Kansas office of Lathrop and Gage, LLP, where he has a national practice focusing on business law, taxation, health care, and retirement plans. He is a Fellow of the American College of Tax Counsel and the American College of Employee Benefits Counsel.  Mr. Martin is the author of "Limited Liability Companies and Partnerships" and the co-author of "Kansas Corporation Law & Practice (Including Tax Aspects)."  He is the president and a director of the Small Business Council of America. Mr. Martin received his B.A., with highest distinction, from the University of Kansas, and his J.D. and LL.M. from New York University School of Law.

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