Transactions Involving Divisions and Subsidiaries

Orrick regularly represents clients in connection with acquisitions or divestitures of divisions and subsidiaries. Transactions of this kind raise difficult legal issues, such as identification of the assets to be sold, treatment of shared assets, allocation of responsibility for liabilities between buyer and seller, the extent of each party’s indemnification obligations, escrow arrangements, the scope of post-closing supply and service arrangements, treatment of employees and employee benefits, and tax matters. We have substantial experience in addressing these and other complex issues which typically surface in divestiture transactions. We also have considerable expertise in representing our clients in connection with the sale or auction processes which have become common and accepted methods of disposing of divisions and subsidiaries.