Buying Part of a Business: Acquisitions of Subsidiaries and Divisions



  • Available Until 10/17/2021
  • Next Class Time 10:00 AM MT
  • Duration 60 min.
  • Format MP3 Download
  • Program Code 10172019
  • MCLE Credits 1 hour(s)

Course Price: $79.00


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.

  • 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 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.