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Sale of a Corporation in Washington D.C. for a Distressed Manufacturing Group



A Washington D.C. based corporate advisory team assisted a multinational manufacturing group undergoing court supervised restructuring with the sale of several subsidiaries across multiple jurisdictions.

 

The representation focused on creating a transaction structure that complied with District corporate law while supporting business continuity, workforce stability, and regulatory transparency.

 

Counsel coordinated governance approvals, evaluated prospective buyers, and organized phased closings aligned with Washington D.C. requirements for major corporate dispositions.

 

The matter demonstrates how the sale of a corporation can be successfully executed in a distressed environment while minimizing successor liability exposure and ensuring an orderly transition of operations.

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1. Sale of a Corporation in Washington D.C. | Structuring an International Multi Subsidiary Divestiture


Sale of a Corporation in Washington D.C. Structuring an International Multi Subsidiary Divestiture

 

The first phase required designing a unified legal strategy for the sale of several subsidiaries operating in different countries while ensuring that the parent entity complied with D.C. based governance norms applicable to directors overseeing a major disposition of assets.

 

Each transaction demanded tailored documentation, approval mechanics, and disclosures consistent with District standards for corporate decision making.



Strategic Planning Across Jurisdictions


The client’s subsidiaries operated specialized production facilities across two continents, each with different labor, environmental, and licensing expectations.

 

Counsel mapped the parent company’s corporate level governance duties to the operational needs of each facility, preparing a consolidated framework that aligned:

 

ㆍDirector authorization procedures for material asset dispositions

ㆍBuyer qualification assessments to mitigate competition related exposure

ㆍCross border closing mechanics ensuring enforceability across legal systems


This planning stage enabled the parent company to proceed with sequential signings while maintaining consistency with D.C. corporate requirements for disclosures and board oversight in the sale of a corporation.



2. Sale of a Corporation in Washington D.C. | Transaction Execution for Central European Business Units


The second phase involved the divestiture of several European subsidiaries to an industrial holding company.

 

The transaction required careful coordination of share purchase mechanics, transition service arrangements, and workforce protections across different regulatory systems.



Share Transfer Structure and Compliance Measures


Counsel developed a share sale structure that enabled the buyer to acquire full operational control while allowing the seller to satisfy restructuring driven obligations. 

 

Key steps included:

ㆍPreparing corporate resolutions reflecting District standards for approving significant asset dispositions

 

ㆍEnsuring that seller representations avoided triggering additional liabilities during pending insolvency proceedings abroad

 

ㆍDrafting transition services schedules to maintain production continuity until final regulatory approvals


Although governed primarily by foreign commercial law, the parent company’s D.C. based governance obligations particularly around director duties, disclosure, and approval timing were fully observed.



3. Sale of a Corporation in Washington D.C. | Workforce Sensitive Asset Transfers for Domestic Production Sites


Sale of a Corporation in Washington D.C. Workforce Sensitive Asset Transfers for Domestic Production Sites

 

Another segment of the project involved U.S. based operating facilities with substantial local workforces transitioning to a domestic manufacturing group.

 

The buyer sought uninterrupted production, while the seller needed to ensure compliance with restructuring mandates and minimize successor liability risks.



Operational Continuity and Employment Protections


The advisory team structured the transfer of ongoing operations to reduce disruption to employees and customers.

 

Steps included:

ㆍCrafting asset transfer agreements with clear allocations of pre and post closing liabilities

 

ㆍNegotiating employment offer requirements to preserve workforce stability

 

ㆍEstablishing transitional access rights to equipment, supply chains, and technical systems


The equal treatment of employees, transparent communication mechanisms, and risk allocation provisions aligned the transaction with D.C. expectations for good faith corporate conduct in the sale of a corporation.



4. Sale of a Corporation in Washington D.C. | Divestiture of a Precision Manufacturing Unit to a Strategic Overseas Buyer


The final component involved the sale of a high technology manufacturing division to an international strategic investor.

 

Regulatory approvals and integration planning were critical due to the nature of the assets and the buyer’s global operational footprint.



Regulatory Driven Structuring and Closing Mechanics


Because the business involved specialized industrial processes, the sale required:

ㆍAdvance coordination with foreign regulatory bodies to secure clearances

 

ㆍStructuring delayed closing provisions to align with buyer licensing approvals

 

ㆍEnsuring that disclosures made to counterparties remained consistent with the seller’s obligations under D.C. corporate law


The result was a phased closing model in which operational control shifted upon satisfaction of regulatory milestones, minimizing the risk of premature assumption of liabilities.



Outcome and Transaction Summary


Through coordinated planning, multijurisdictional compliance analysis, and transaction specific structuring, counsel successfully guided the distressed parent company through the sale of a corporation and related business units to a diverse set of buyers.

 

The transactions preserved hundreds of jobs, stabilized operations across multiple regions, and allowed the seller to advance its restructuring objectives without violating governance, competition, or procedural requirements applicable in Washington D.C.


12 Dec, 2025


The information provided in this article is for general informational purposes only and does not constitute legal advice. Reading or relying on the contents of this article does not create an attorney-client relationship with our firm. For advice regarding your specific situation, please consult a qualified attorney licensed in your jurisdiction.
Certain informational content on this website may utilize technology-assisted drafting tools and is subject to attorney review.

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