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§ 363 Sales - Representing the Buyer - Part 2
Part 2 - The discussion focuses on representing strategic buyers in asset acquisitions under Section 363 of the Bankruptcy Code. Key points include creating a timeline and budget, involving various legal disciplines, and staging the budget into three stages: NDA negotiation, asset purchase agreement drafting, and post-auction activities. Due diligence is crucial, especially analyzing executory contracts, unexpired leases, and intellectual property. The importance of proper non-disclosure agreements (NDAs) is emphasized, including limiting confidential information, allowing client contact with vendors, and ensuring termination clauses. The conversation also covers the need for representation and warranty insurance and the importance of thorough due diligence on liabilities and proper notice to creditors.
Duration:
23 minutes 00 seconds
Samuel S. Kohn is a partner in the New York office of Dorsey & Whitney LLP and practices in the
area of business reorganizations, including complex chapter 11 cases and out-of-court restructurings.
He represents large corporate debtors, creditors’ committees, secured lenders, distressed-asset-acquirers,
investment funds and banks. His experience spans a broad range of industries, including airlines, mu-
nicipalities, health care, retail, real estate, food, financial services, energy, telecommunications, enter-
tainment, manufacturing and shipping. Mr. Kohn has been involved in virtually every major municipal
restructuring in recent memory, both in and out of court, including the chapter 9 cases of Detroit and
Jefferson County, Ala. In addition, he has represented major creditors in out-of-court restructurings of
municipalities, including municipal debt issued by Harrisburg, Pa., Scranton, Pa., Atlantic City, N.J.,
and Hartford, Conn. Mr. Kohn has authored numerous articles and is a frequent panelist on issues relat-
ing to municipal restructurings. Prior to becoming a lawyer, he was a Certified Public Accountant in the
State of New York and founded and managed his own accounting firm. Mr. Kohn received his B.A. from
City University of New York, Queens College and his J.D. cum laude from Brooklyn Law School.
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