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Calendar

12/5/2016
UNL: Negotiation Ethics

12/5/2016
Adding a New Member to an LLC (Telephone)

12/5/2016
How to Draft a Bad Contract (Webinar)

12/6/2016
Estate Planning for Real Estate Part 1 (Telephone)

Acquisitions of Subsidiaries and Divisions (Telephone)
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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.

11/10/2016
When: Thursday, November 10, 2016
12:00 PM - 1:00 PM

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MCLE Accreditation
Nebraska Activity #130236, 1.0 hour CLE
***Because these seminars are provided through a third party, NSBA dues-paying members are NOT ABLE to use their 2 free ethics credits for these seminars.***

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.

  • Acquisitions of part of an operating company – divisions and subsidiaries
  • 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
  • Tax considerations in asset v. entity deals
Frank Ciatto is a partner in the Washington, D.C. office of Venable, LLP, where he has 20 years’ experience advising clients on mergers and acquisitions, limited liability companies, tax and accounting issues, and corporate finance transactions.  He is a leader of his firm’s private equity and hedge fund groups and a member of the Mergers & Acquisitions Subcommittee of the ABA Business Law Section.  He is a Certified Public Accountant and earlier in his career worked at what is now PricewaterhouseCoopers in New York.  Mr. Ciatto earned his B.A., cum laude, at Georgetown University and his J.D. from Georgetown University Law Center.

James Marky is an attorney in the Washington, D.C. office of Venable, LLP, where he represents companies in connection with mergers and acquisitions, financing transactions, reorganizations and other strategic transactions across a broad range of industries.  He drafts and reviews contracts including complex services and technology agreements, on behalf of private and Fortune 500 companies.  He also advises clients on corporate governance best practices and coordinates subsidiary maintenance.  Mr. Marky earned his B.S. from Cornell University and his J.D., cum laude, from William and Mary School of Law.



To Register:
Cost $89.00

http://ne.webcredenza.com/catalog.aspx?browse=ViewProg&catid=22604

  • Click on above link
  • Click “Login to add to cart” button at the bottom of the program page
  • This will take you to the log in page, FIRST time users will need to create a user name and password that is separate and distinct from any information you may have used for the Nebraska State Bar website
  • Please be sure to use the attorney name and contact information of the person who is to receive the CLE credit
  • Once completed click “Update & Proceed to Payment”
  • The final step is to click “Submit Payment”
  • At this point you will receive an email confirmation of the purchase
  • The day before the Program you will receive the dial in information and program materials
  • We will submit the program participation information to the Nebraska State Bar Association within 48 hours of the program completion

If you need additional information on your CLE credits please contact:
Sara Weber, Nebraska State Bar Association
(402) 475-7091 ext # 131; sweber@nebar.com

Nebraska State Bar Association, 635 S. 14th St., Suite 200, Lincoln, NE 68508
(402) 475-7091; Toll Free (800) 927-0117; FAX (402) 475-7098