Continuing Legal Education

TELESEMINAR: Asset Purchase Deals: Securing Value & Limiting Liability, Part 1 – A National Perspective (Live Replay from 2/11/13)

June 3, 2013
12:00 – 1:00 p.m.
1.00 MCLE hours


In a difficult economy, “asset deals” are much more prevalent than “stock deals.” The buyer prefers to acquire only specific assets of the seller rather than the seller’s entity and the liabilities and other troubles that may go with it. The seller prefers a “clean” deal, where the buyer takes the entity, all of its assets, employees and operations and liabilities. But even when a seller agrees to an asset-only sale, there are real limits to the structure. Among others, common law and statute frequently impose successor liability on the asset buyer. This program – which was originally presented on February 11, 2013* – will provide you with a real world guide to planning, structuring and drafting asset purchases, including special due diligence and letter of intent issues, the form of consideration for the transaction, successor liability and creditor issues, major tax considerations, and special challenges in transferring specific types of assets. Part 1 of 2.


  • Understanding the differences and risks and rewards of asset v. stock deals
  • Special due diligence considerations when assets are transferred
  • Techniques for transferring different types of assets – real estate, intangible property, licenses, contracts and more
  • Representations and warranties when assets are transferred
  • Forms of consideration, including cash, equity in the buyer, and asset exchanges
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Program Speakers:
Tyler J. Sewell
, Morrison & Foerster, LLP, Colorado
Darren Hensley, Polsinelli Shughart, P.C., Colorado

Tyler J. Sewell is an attorney in the Denver office of Morrison & Foerster, LLP, where he specializes in mergers and acquisitions.  He focuses his practice on advising financial and strategic buyers and sellers in public and private M&A transactions and complex corporate transactions.  He negotiates and documents leveraged acquisitions, divestitures, asset acquisitions, stock acquisitions, mergers, auction transactions, and cross-border transactions. Mr. Sewell received his B.S., with merit, in ocean engineering from the United States Naval Academy and his J.D., magna cum laude, from the University of Pennsylvania Law School.

Darren Hensley is a partner with Polsinelli Shughart, PC, where his practice emphasizing a wide variety of corporate, securities, mergers and acquisitions, financings and general business law matters and transactions. He has significant experience with mergers, stock sales and purchases, asset sales and purchases, and public and private offerings of debt and equity.  Mr. Hensley received his B.A., magna cum laude, from Missouri Western State College, his M.B.A. from the University of Kansas Graduate School of Business, and his J.D. from the Kansas School of Law



*Please Note: Attorneys may not receive credit for viewing the same program more than once within a 12 month period.