Purchasing Assets in Bankruptcy 2026

Webinar Overview

Buying assets out of a bankruptcy proceeding presents unique benefits and challenges for the buyer and raises complex legal issues for counsel advising purchasers in Chapter 11 cases. Companies considering acquiring assets out of bankruptcy must understand more than the simple concept of acquiring the target assets “free and clear,” under the Bankruptcy Code (11 U.S.C. §363(f)), including the statutory limitations of such relief and competing creditor interests. As such, attorneys advising these clients must analyze and counsel on advanced issues arising under the Bankruptcy Code, including the legal implications of serving as a “stalking horse” bidder; negotiation of bid protections; drafting and negotiating asset purchase agreements, bidding procedures, and sale orders; participation in auction processes governed by court-approved procedures; and obtaining bankruptcy court approval in compliance with statutory requirements (including 11 U.S.C. §§ 363 and 365) and the Federal Rules of Bankruptcy Procedure. This advanced-level program focuses on the application of bankruptcy statutes, procedural rules, and leading case law (including standards articulated in cases such as In re Lionel Corp.) to contested §363 sale transactions, with emphasis on litigation risk, evidentiary standards, and strategic decision-making by counsel in high-stakes reorganization matters. 

Learning Objectives:

• Apply the statutory framework governing bankruptcy asset sales, including 11 U.S.C. §§ 363(b), 363(f), 363(k), and 365, and analyze limitations on “free and clear” sales, treatment of liens, and assumption and assignment of executory contractsUnderstanding the basics of bankruptcy asset purchases
• Evaluate the role of a “stalking horse” bidder, including negotiation and judicial scrutiny of bid protections such as breakup fees and expense reimbursements under 11 U.S.C. §503(b), and potential objections by creditorsEvaluating the role of a “Stalking Horse” asset purchaser
• Draft and negotiate asset purchase agreements, bidding procedures, and sale orders with attention to successor liability, “free and clear” findings, cure costs under §365, and enforceability in contested proceedingsDrafting and negotiating key legal documents
• Analyze auction procedures approved by bankruptcy courts, including overbid requirements, credit bidding rights under 11 U.S.C. §363(k), and preservation of good faith purchaser protections under §363(m)Mastering auction and alternative acquisition strategies
• Navigate and litigate the bankruptcy court approval process, including preparation of sale motions, compliance with Federal Rules of Bankruptcy Procedure 2002 and 6004, and satisfaction of the “sound business purpose” test under applicable case law (e.g., In re Lionel Corp.)Navigating the bankruptcy court approval processes
• Evaluate advanced issues in §363 sales, including successor liability risks, competing creditor claims, priority disputes, and challenges to sale orders Applying best practices in advanced reorganization scenarios
• Advise clients on structuring and executing bankruptcy asset acquisitions, integrating statutory requirements, procedural rules, litigation risk, and strategic considerations in contested reorganization proceedings Implementing effective tactics for advising clients on bankruptcy asset purchases, focusing on strategic, legal, and practical challenges in advanced reorganization cases

Other Webinars in this Series

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