transcript   Transcript

Indemnification and Division / Subsidiary Issues in Private Acquisitions or Sales

Recorded on: Jun. 22, 2018
Running Time: 01:30:17

Full Transcript:

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Taken from the Web Program Acquiring or Selling the Privately Held Company 2018 Recorded June, 2018 in New York [01:30:17]

Indemnification Issues
Techniques and issues in negotiating indemnification provisions:

  • “Baskets”
  • “Caps”
  • Partial indemnification
  • “Sandbagging”
  • Survival of warranties
  • Control of defense of claims
  • Director protective provisions
  • Exclusive or nonexclusive remedy
  • Symmetry

Jennifer L. Chu

Special Issues Involved in Acquiring Divisions or Subsidiaries of Larger Companies
The key issues to address when acquiring or selling divisions or subsidiaries of larger companies, including:

  • The need for separate financial statements
  • Allocating shared assets, facilities and services
  • Identifying parent company’s role in division or subsidiary business’s success (including recruiting key executives, generating business, financing growth, etc.)
  • Insurance

William B. Sorabella

The purchase price of this Web Program segment includes the following article from the Course Handbook available online:

  • Indemnification Provisions (March 9, 2018)
    Pran Jha
  • Outline of Special Issues Involved in Acquiring Divisions or Subsidiaries of Larger Companies
    Ari Lanin
  • Special Issues Involved in Acquiring Divisions of Subsidiaries of Larger Companies (PowerPoint slides)
    William B. Sorabella
  • Issues Pertaining to Acquiring a Division or Subsidiary (March 2017)
    Brent E. Williams
Presentation Material
  • Indemnification Issues
    Jennifer L. Chu
  • Special Issues Involved in Acquiring Divisions or Subsidiaries of Larger Companies
    William B. Sorabella
    • (s)
      Jennifer L. Chu ~ Debevoise & Plimpton LLP
      William B. Sorabella ~ Kirkland & Ellis LLP
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