Sale of a Corporation Advisory for Distressed Manufacturer

1. 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

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