Business & Securities Law

4.57

Drafting and Negotiating Asset Purchase Agreements

Credits Available
Credit Status Total
Alaska CLE Reciprocity 6 Total
Alabama CLE Approved 6 Total
Arkansas CLE Approved 6 Total
Arizona CLE Approved 6 Total
California CLE Approved 6 Total
Colorado CLE Approved 7 Total
Connecticut CLE Approved 6 Total
Delaware CLE Approved 6 Total
Florida CLE Approved 7 Total
Georgia CLE Approved 6 Total
Hawaii CLE Approved 6 Total
Iowa CLE Approved 6 Total
Idaho CLE Approved 6 Total
Illinois CLE Approved 6 Total
Indiana CLE Approved 6 Total
Kansas CLE Approved 7 Total
Kentucky CLE Approved 6 Total
Louisiana CLE Approved 6 Total
Maine CLE Approved 6 Total
Minnesota CLE Approved 6 Total
Missouri CLE Approved 6 Total
Northern Mariana Islands CLE Approved 6 Total
Mississippi CLE Approved 6 Total
Montana CLE Approved 6 Total
North Carolina CLE Approved 6 Total
North Dakota CLE Approved 6 Total
Nebraska CLE Approved 6 Total
New Hampshire CLE Approved 6 Total
New Jersey CLE Approved 7.2 Total
New Mexico CLE Approved 6 Total
Nevada CLE Approved 6 Total
New York CLE Approved 7 Total
Ohio CLE Approved 6 Total
Oklahoma CLE Approved 7 Total
Oregon CLE Approved 6 Total
Pennsylvania CLE Approved 6 Total
South Carolina CLE Approved 6 Total
Tennessee CLE Approved 6 Total
Texas CLE Approved 6 Total
Utah CLE Approved 6 Total
Vermont CLE Approved 6 Total
Washington CLE Approved 6 Total
Wisconsin CLE Approved 7 Total
West Virginia CLE Approved 7.2 Total
Wyoming CLE Approved 6 Total
OnDemand
5 hours 54 minutes
James Greifzu
Delia Bouwers Bianchin
Neal Jacobs
With James P. Greifzu from Wiggin and Dana LLP + 2 others
Recorded June 03, 2025
Product ID 100425

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Overview

Unlock the Mysteries of the APAs and Adopt Some Crafty Approaches

This intensive 6-hour CLE course is designed to provide practicing attorneys with a guide to crafting, negotiating, and executing robust asset purchase agreements (APA). Walk through the critical questions you must answer to complete every successful transaction, and come away with critical insights, subtle strategies, and nuanced approaches to navigating the complex landscape of asset transactions. Led by experienced transactional law practitioners with extensive background in complex asset purchase transactions, this course combines theoretical knowledge with practical learning approaches. Register today!

  • Master the intricacies of asset identification, valuation, and transfer.
  • Develop sophisticated due diligence techniques specific to asset transactions.
  • Draft comprehensive and protective APAs with a detailed walkthrough of the key provisions.
  • Explore creative provisions and strategic negotiation approaches.
  • Gain insight into restrictive covenants and their practical applications.

This program was designed in conjunction with NBI’s esteemed 2023-2025 Content Advisory Committee Member Julie Globus.

Abbreviated Agenda

  1. When and Why to Choose the Asset Protection Agreement
  2. Conducting Due Diligence
  3. The Down-Low on the Assets for Sale: Ownership and Transferability Analysis
  4. Crafting the Asset Purchase Agreement (With Examples)
  5. Some of the Crafty Provisions and a Little Creativity
  6. Restrictive Covenants and Competitive Protections (With Examples)
  7. Ancillary Deliverables
  8. A Little Variety on the Transactional Structure (With Examples)
  9. Governing Law, Jurisdiction, and Venue - and Why This Matters

Related Topics

Product ID 100425

Credit Details

Credits Available
Credit Status Total
Alaska CLE Reciprocity 6 Total
Alabama CLE Approved 6 Total
Arkansas CLE Approved 6 Total
Arizona CLE Approved 6 Total
California CLE Approved 6 Total
Colorado CLE Approved 7 Total
Connecticut CLE Approved 6 Total
Delaware CLE Approved 6 Total
Florida CLE Approved 7 Total
Georgia CLE Approved 6 Total
Hawaii CLE Approved 6 Total
Iowa CLE Approved 6 Total
Idaho CLE Approved 6 Total
Illinois CLE Approved 6 Total
Indiana CLE Approved 6 Total
Kansas CLE Approved 7 Total
Kentucky CLE Approved 6 Total
Louisiana CLE Approved 6 Total
Maine CLE Approved 6 Total
Minnesota CLE Approved 6 Total
Missouri CLE Approved 6 Total
Northern Mariana Islands CLE Approved 6 Total
Mississippi CLE Approved 6 Total
Montana CLE Approved 6 Total
North Carolina CLE Approved 6 Total
North Dakota CLE Approved 6 Total
Nebraska CLE Approved 6 Total
New Hampshire CLE Approved 6 Total
New Jersey CLE Approved 7.2 Total
New Mexico CLE Approved 6 Total
Nevada CLE Approved 6 Total
New York CLE Approved 7 Total
Ohio CLE Approved 6 Total
Oklahoma CLE Approved 7 Total
Oregon CLE Approved 6 Total
Pennsylvania CLE Approved 6 Total
South Carolina CLE Approved 6 Total
Tennessee CLE Approved 6 Total
Texas CLE Approved 6 Total
Utah CLE Approved 6 Total
Vermont CLE Approved 6 Total
Washington CLE Approved 6 Total
Wisconsin CLE Approved 7 Total
West Virginia CLE Approved 7.2 Total
Wyoming CLE Approved 6 Total
Select Jurisdiction
CLE

Agenda

All times are shown in

  1. When and Why to Choose the Asset Protection Agreement

    1. APA vs. Equity Purchase Agreement vs. Business Purchase Agreement
    2. What Are the Assets Being Purchased?
    3. How is the Asset Being Purchased Defined?
    4. Are the Assets Tangible or Intangible?
    5. Are There Associated Obligations Being Retained? (Retained Obligations)
    6. Is There a Specific Financing Structure Involved?

  2. Conducting Due Diligence

    1. What Is Due Diligence Generally?
    2. Due Diligence Unique to Assets Overview
    3. Assets That Would Require Deep Dives
    4. Types of Due Diligence (Title Searches, Lien Searches, Financial)

  3. The Down-Low on the Assets for Sale: Ownership and Transferability Analysis

    1. Who is Selling the Assets? Is the Title Clear?
    2. Are the Assets Encumbered, or Are There any Liens?
    3. Are There Any Limitations to Transfer?
    4. Are There Other Parties With Rights to the Assets (Like IP Rights)?
    5. Are There Carve-Outs to the Assets Being Transferred?
    6. How Are the Assets Being Valued?
    7. Are There Any Tax Issues for Consideration (Generally)?

  4. Crafting the Asset Purchase Agreement (With Examples)

    1. Party Details
    2. Asset Details
    3. Purchase Price
    4. Representations and Warranties
    5. Covenants
    6. Conditions of Closing
    7. Indemnification Provisions

  5. Some of the Crafty Provisions and a Little Creativity

    1. Representations and Warranties - How Can They Be Used?
    2. Covenants - Some Unique Perspectives
    3. Warranties and Disclaimers Specific to APAs
    4. Indemnification Provisions Specific to APAs

  6. Restrictive Covenants and Competitive Protections (With Examples)

    1. What is a Restrictive Covenant? How Are They Used?
    2. Pre-Closing Restrictive Covenants vs. Post-Closing Restrictive Covenants
    3. No-Shop Provisions (With Examples)
    4. Confidentiality and Non-Disclosure (With Examples)
    5. Non-Compete (Particularly Relevant in IP-Heavy Agreements) (With Examples)
    6. Garden Leave or Greener Pasture Clauses

  7. Ancillary Deliverables

    1. What Are Some Examples of Ancillary Deliverables?
    2. Organizational Documents in Effect at Closing
    3. Resolutions of Board Members, Directors, or Shareholders
    4. Signature Authority
    5. Loan Payoff Documents
    6. Lien Discharge Documents

  8. A Little Variety on the Transactional Structure (With Examples)

    1. Bill of Sale (With Examples)
    2. Assignment and Assumption Agreement (With Examples)
    3. Books and Records Transfer
    4. Agent Transfer
    5. Little Transfer (Personal Property)
    6. Continuing Rights and Obligations
    7. Rights to Future Payouts

  9. Governing Law, Jurisdiction, and Venue - and Why This Matters

Who Should Attend

This legal course is designed for attorneys. Accountants, directors, fiduciaries, and paralegals will also benefit.

Speakers

James P Greifzu
James P.
Greifzu
Wiggin and Dana LLP
Delia Bouwers Bianchin
Delia
Bouwers Bianchin
Outside Virtual Counsel, LLC
Neal A Jacobs
Neal A.
Jacobs
Stevens & Lee
Speaker bio
James P Greifzu

James P. Greifzu

Wiggin and Dana LLP
James Greifzu

serves as partner in Wiggin and Dana LLP's Stamford office, where he represents corporate and individual clients in connection with mergers, acquisitions, divestitures, commercial agreements, and other complex corporate transactions and related corporate governance matters. He advises clients across multiple industries, including manufacturing, retail, pharmaceutical, biotech, cannabis and several services sectors. Mr. Greifzu has experience representing acquirers, issuers, and financial advisors in private and public offerings of equity securities in connection with merger and acquisition transactions. He frequently advises management teams and C-Suite executives in rollover equity, corporate governance and other matters in connection with M&A transactions. Mr. Greifzu is a member of the oversight committee for the Wiggin Opportunity Initiative, through which the firm provides free legal services to businesses owned by women, minority individuals, and persons of other historically underrepresented groups, as well as a member of the firm's Pro Bono Committee. He earned his J.D. degree, cum laude, from Temple University Beasley School of Law and his B.A. degree, cum laude, from Colgate University.

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Speaker bio
Delia Bouwers Bianchin

Delia Bouwers Bianchin

Outside Virtual Counsel, LLC
Delia Bouwers Bianchin

is a seasoned business attorney and currently serves as managing partner at Outside Virtual Counsel, LLC. She focuses her practice on corporate, commercial, employment, intellectual property and commercial litigation matters. Ms. Bianchin has over two decades of high level experience practicing law. For the first decade of her career, she focused in complex commercial litigation at two large prominent law firms in Pittsburgh, and then spent ten years as in-house counsel for a diversified contract manufacturing company and for a dynamic start-up. In those first ten years of practice, Ms. Bianchin practiced complex commercial litigation at  both K&L Gates (formerly Kirkpatrick & Lockhart LLP) and Eckert Seamans Cherin & Mellott LLC. She then joined Penn United Technologies, Inc., and for ten years held the position of general counsel for the diversified, international precision tool and die manufacturing company based in Cabot, Pennsylvania. More recently, Ms. Bianchin has developed a boutique practice, focused on providing outside general counsel legal services to small and medium-sized businesses in western Pennsylvania and across the country. She earned her B.A. degree in English from Calvin College and her J.D. degree from the University of Pittsburgh School of Law; where she simultaneously served as the editor-in-chief of the Journal of Law and Commerce and research editor for the University of Pittsburgh Law Review. Ms. Bianchin is actively involved in community affairs, serving on various organizational and non-profit charitable boards and as a volunteer. She is a member of the Butler County, Allegheny County and Pennsylvania bar associations.

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Speaker bio
Neal A Jacobs

Neal A. Jacobs

Stevens & Lee
Neal Jacobs

is a partner with Stevens & Lee. His practice is focused on complex corporate, business and litigation matters. Mr. Jacobs devotes particular attention to privately held companies, and their shareholder and member relations. He focuses on complex corporate matters involving the interplay of the rights and obligations of management, and the various classes of equity holders and lenders and others. Mr. Jacobs is a member of the Philadelphia, New Jersey State and Pennsylvania bar associations, as well as the Pennsylvania Trial Lawyers Association. He earned his B.S. degree in economics from Cook College, Rutgers University and his J.D. degree, with honors, from Rutgers University School of Law, Camden.

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