Business & Securities Law

4.36

Asset Purchase Agreements: A Deeper Dive With Sample Documents and Checklists

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
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 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
Virginia 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
OnDemand
5 hours 57 minutes
James Greifzu
Joseph Streb
Arthur Nathan
Caitlin Gustafson
Jeffrey Berkman
Kyle Lawrence
With James P. Greifzu from Wiggin and Dana LLP + 5 others
Recorded November 24, 2025.
Product ID 101139

Buy This Course

Course Includes
$449

OnDemand Video

Course Book Download

Overview

Practical Guidance and Resources From Seasoned Attorneys

Take the time to power up your APA drafting with this detailed guide through every provision. Come away with sample language, helpful checklists, and best practice advice from experienced attorney faculty. From term sheets through post-closing considerations (plus a tailored legal ethics guide), this course will improve your deal-making skills. Hone your contracts craft - register today!

  • Pave the way for effective negotiations with clear term sheets and LOIs.
  • Power up your due diligence with helpful checklists and analysis tips.
  • Manage risk better: improve your LOL and reps and warranties provisions.
  • Learn how to structure asset transactions, taking into consideration the nature of assets and various tax factors.
  • Walk through the critical closing and post-closing steps.

Abbreviated Agenda

  1. Term Sheets and Letters of Intent (With Sample Language)
  2. Due Diligence Analysis and Checklist
  3. Drafting APA Provisions: Part 1 (With Sample Language)
  4. Drafting APA Provisions: Part 2 (With Sample Language)
  5. Part 3: Drafting Dangerous Provisions (With Sample Language)
  6. Final Document Assembly, Closing and Post-Closing Checklists
  7. The Role of Generative AI in Contract Drafting and Management
  8. Legal Ethics of APA Drafting and Negotiations

Related Topics

Product ID 101139

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
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 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
Virginia 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

Credit Details by Jurisdiction

OnDemand Video

CLE Credits
Alaska CLE Reciprocity · 6 Total Credits
  • 1 MECLE Ethics

Earn Until

OnDemand - Alaska CLE - 6: Alaska Bar members may claim credit for attending CLE programs that have been accredited by other mandatory CLE jurisdictions. This program qualifies for 6.0 hours of credit, which includes 5.0 hours of MCLE credit and 1.0 hour of MECLE credit.

Video Download - Alaska CLE - 6: Alaska Bar members may claim credit for attending CLE programs that have been accredited by other mandatory CLE jurisdictions. This program qualifies for 6.0 hours of credit, which includes 5.0 hours of MCLE credit and 1.0 hour of MECLE credit.

Alabama CLE Approved · 6 Total Credits
  • 1 Ethics/Professionalism

Earn Until

OnDemand - Alabama CLE - 6: This course or a portion thereof has been approved by the Alabama State Bar Mandatory Continuing Legal Education Commission for a maximum of 6.0 on-demand credit hours, including 1.0 ethics/professionalism credit.

Arkansas CLE Approved · 6 Total Credits
  • 1 Ethics

Earn Until

OnDemand - Arkansas CLE - 6: NBI, Inc. is an accredited sponsor in the state of Arkansas. This program qualifies for 6.0 hours of on demand continuing legal education credit, including 1.0 hour of ethics, consistent with the rules and regulations of the Arkansas Supreme Court of Professional Programs.

Video Download - Arkansas CLE - 6: NBI, Inc. is an accredited sponsor in the state of Arkansas. This program qualifies for 6.0 hours of on demand continuing legal education credit, including 1.0 hour of ethics, consistent with the rules and regulations of the Arkansas Supreme Court of Professional Programs.

Arizona CLE Approved · 6 Total Credits
  • 1 Professional Responsibility

Earn Until

OnDemand - Arizona CLE - 6: The State Bar of Arizona does not approve or accredit CLE activities for the Mandatory Continuing Legal Education requirement. This activity qualifies for 6.0 hours toward your annual CLE requirement for the State of Arizona, including 1.0 hour of professional responsibility.

Video Download - Arizona CLE - 6: The State Bar of Arizona does not approve or accredit CLE activities for the Mandatory Continuing Legal Education requirement. This activity qualifies for 6.0 hours toward your annual CLE requirement for the State of Arizona, including 1.0 hour of professional responsibility.

California CLE Approved · 6 Total Credits
  • 1 Legal Ethics

Earn Until

OnDemand - California CLE - 6: This activity has been approved for Minimum Continuing Legal Education credit by the State Bar of California and qualifies for 6.0 hours of participatory credit, of which 1.0 hour will apply to legal ethics credit. NBI, Inc. certifies this activity conforms to the standards for approved education activities prescribed by the rules and regulations of the State Bar of California governing minimum continuing legal education. NBI, Inc. is a State Bar of California approved MCLE provider - #53.

Video Download - California CLE - 6: This activity has been approved for Minimum Continuing Legal Education credit by the State Bar of California and qualifies for 6.0 hours of self-study credit, of which 1.0 hour will apply to legal ethics credit. NBI, Inc. certifies this activity conforms to the standards for approved education activities prescribed by the rules and regulations of the State Bar of California governing minimum continuing legal education. NBI, Inc. is a State Bar of California approved MCLE provider - #53.

Colorado CLE Approved · 7 Total Credits
  • 1.2 Professional Responsibility

Earn Until

OnDemand - Colorado CLE - 7: NBI, Inc. is a Certified Provider, as recognized by the Colorado Supreme Court Continuing Legal and Judicial Education Committee. This program qualifies for 7.0 hours of home study general Colorado Continuing Legal Education Credit, including 1.20 professional responsibility credit.

Video Download - Colorado CLE - 7: NBI, Inc. is a Certified Provider, as recognized by the Colorado Supreme Court Continuing Legal and Judicial Education Committee. This program qualifies for 7.0 hours of home study general Colorado Continuing Legal Education Credit, including 1.20 professional responsibility credit.

Connecticut CLE Approved · 6 Total Credits
  • 1 Ethics/Professionalism

Earn Until

OnDemand - Connecticut CLE - 6: Neither the Connecticut Judicial Branch nor the Commission on Minimum Continuing Legal Education approve or accredit CLE providers or activities. It is the opinion of NBI, Inc. that this activity qualifies for 6.0 self-study hours toward your annual CLE requirement in Connecticut, including 1.0 self-study hour(s) of ethics/professionalism.

Video Download - Connecticut CLE - 6: Neither the Connecticut Judicial Branch nor the Commission on Minimum Continuing Legal Education approve or accredit CLE providers or activities. It is the opinion of NBI, Inc. that this activity qualifies for 6.0 self-study hours toward your annual CLE requirement in Connecticut, including 1.0 self-study hour(s) of ethics/professionalism.

Delaware CLE Approved · 6 Total Credits
  • 1 Ethics

Earn Until

OnDemand - Delaware CLE - 6: NBI, Inc. is an accredited sponsor of the Delaware Commission on Continuing Legal Education and recommends this program for 6.0 hours of eCLE credit, including 1.0 hour of ethics.

Florida CLE Approved · 7 Total Credits
  • 1 Professional Responsibility

Earn Until

OnDemand - Florida CLE - 7: Approved by The Florida Bar, this program qualifies for 7.0 general hours of CLER self-study credit including 1.0 hour of self-study professional responsibility (may include legal ethics, professionalism, substance abuse or mental illness and wellness programs).

Video Download - Florida CLE - 7: Approved by The Florida Bar, this program qualifies for 7.0 general hours of CLER self-study credit including 1.0 hour of self-study professional responsibility (may include legal ethics, professionalism, substance abuse or mental illness and wellness programs).

Georgia CLE Approved · 6 Total Credits
  • 1 Ethics

Earn Until

OnDemand - Georgia CLE - 6: This program is approved by the Commission on Continuing Lawyer Competency of the State Bar of Georgia. This program qualifies for 6.0 hours of distance learning continuing legal education credit with the Georgia Commission on Continuing Lawyer Competency, which includes 1.0 hour of distance learning ethics.

Video Download - Georgia CLE - 0: This program is approved by the Commission on Continuing Lawyer Competency of the State Bar of Georgia. This program qualifies for -1.0 hours of distance learning continuing legal education credit with the Georgia Commission on Continuing Lawyer Competency, which includes 1.0 hour of distance learning ethics.

Hawaii CLE Approved · 6 Total Credits
  • 1 Ethics/Professional Responsibility

Earn Until

OnDemand - Hawaii CLE - 6: NBI, Inc. is an Accredited Provider with the Hawaii State Board of Continuing Legal Education. This alternative format activity has been approved for 6.0 hours of credit for the state of Hawaii, which includes 1.0 hour of ethics or professional responsibility education.

Video Download - Hawaii CLE - 6: NBI, Inc. is an Accredited Provider with the Hawaii State Board of Continuing Legal Education. This alternative format activity has been approved for 6.0 hours of credit for the state of Hawaii, which includes 1.0 hour of ethics or professional responsibility education.

Iowa CLE Approved · 6 Total Credits
  • 1 Legal Ethics

Earn Until

OnDemand - Iowa CLE - 6: "Asset Purchase Agreements: A Deeper Dive With Sample Documents and Checklists" is an accredited program under the regulations of the Iowa Supreme Court Commission on Continuing Legal Education. It is planned that this program will provide a maximum of 6.0 hours of unmoderated activity credit toward the mandatory continuing legal education requirements under the Iowa rule, including 1.0 hour of legal ethics unmoderated activity credit.

Idaho CLE Approved · 6 Total Credits
  • 1 Legal Ethics/Professional Responsibility

Earn Until

OnDemand - Idaho CLE - 6: Approved for 6.0 hours of self-study continuing legal education credit in the state of Idaho, which includes 1.0 self-study legal ethics or professional responsibility credit.

Video Download - Idaho CLE - 6: Approved for 6.0 hours of self-study continuing legal education credit in the state of Idaho, which includes 1.0 self-study legal ethics or professional responsibility credit.

Illinois CLE Approved · 6 Total Credits
  • 1 Professional Responsibility

Earn Until

OnDemand - Illinois CLE - 6: This program has been approved by the Illinois MCLE Board for 6.0 hours of recorded technology CLE credit, which includes approval for 1.0 hour of legal ethics, civility, professionalism or sexual harassment prevention training CLE credit by the Illinois Supreme Court Commission on Professionalism.

Video Download - Illinois CLE - 6: This program has been approved by the Illinois MCLE Board for 6.0 hours of recorded technology CLE credit, which includes approval for 1.0 hour of legal ethics, civility, professionalism or sexual harassment prevention training CLE credit by the Illinois Supreme Court Commission on Professionalism.

Indiana CLE Approved · 6 Total Credits
  • 1 Ethics

Earn Until

OnDemand - Indiana CLE - 6: This course has been approved by the Indiana Supreme Court Office of Admissions & Continuing Education. Participating attorneys are eligible to receive 6.0 hours of distance education, which includes 1.0 hour of ethics.

Kansas CLE Approved · 7 Total Credits
  • 1 Ethics/Professionalism

Earn Until

OnDemand - Kansas CLE - 7: Approved by Kansas CLE for 7.0 hours of prerecorded format continuing legal education credit, which includes 1.0 hour of ethics and professionalism credit.

Video Download - Kansas CLE - 7: Approved by Kansas CLE for 7.0 hours of prerecorded format continuing legal education credit, which includes 1.0 hour of ethics and professionalism credit.

Louisiana CLE Approved · 6 Total Credits
  • 1 Ethics

Earn Until

OnDemand - Louisiana CLE - 6: This course or a portion thereof has been approved by the Louisiana Mandatory Continuing Legal Education Committee of the Louisiana State Bar Association. This program qualifies for 6.0 hours (based on a 60-minute credit hour) of computer based credit, of which 1.0 hour will apply to computer based ethics credit.

Maine CLE Approved · 6 Total Credits

Earn Until

OnDemand - Maine CLE - 6: This course has been approved by the State of Maine Board of Overseers of the Bar. Lawyers who complete this course will receive 6.0 hours of self-study CLE credit

Video Download - Maine CLE - 6: This course has been approved by the State of Maine Board of Overseers of the Bar. Lawyers who complete this course will receive 6.0 hours of self-study CLE credit

Course Book - Maine CLE - 6: This course has been approved by the State of Maine Board of Overseers of the Bar. Lawyers who complete this course will receive 6.0 hours of self-study CLE credit

Minnesota CLE Approved · 6 Total Credits
  • 1 Ethics

Earn Until

OnDemand - Minnesota CLE - 6: Approved for 6.0 hours of standard on-demand CLE credit, including 1.0 hour of ethics credit by the Minnesota Board of Continuing Legal Education.

Video Download - Minnesota CLE - 6: Approved for 6.0 hours of standard on-demand CLE credit, including 1.0 hour of ethics credit by the Minnesota Board of Continuing Legal Education.

Missouri CLE Approved · 6 Total Credits

Earn Until

OnDemand - Missouri CLE - 6: NBI, Inc. is an accredited sponsor with Missouri Minimum Continuing Legal Education. This program qualifies for 6.0 self-study CLE credit hours.

Video Download - Missouri CLE - 6: NBI, Inc. is an accredited sponsor with Missouri Minimum Continuing Legal Education. This program qualifies for 6.0 self-study CLE credit hours.

Course Book - Missouri CLE - 6: NBI, Inc. is an accredited sponsor with Missouri Minimum Continuing Legal Education. This program qualifies for 6.0 self-study CLE credit hours.

Northern Mariana Islands CLE Approved · 6 Total Credits

Earn Until

OnDemand - Northern Mariana Islands CLE - 6: This course has been approved by the Commonwealth of the Northern Mariana Islands. Lawyers who complete this course shall receive 6.0 hours of self-study CLE credit.

Video Download - Northern Mariana Islands CLE - 6: This course has been approved by the Commonwealth of the Northern Mariana Islands. Lawyers who complete this course shall receive 6.0 hours of self-study CLE credit.

Course Book - Northern Mariana Islands CLE - 6: This course has been approved by the Commonwealth of the Northern Mariana Islands. Lawyers who complete this course shall receive 6.0 hours of self-study CLE credit.

Mississippi CLE Approved · 6 Total Credits
  • 1 Ethics/Professionalism

Earn Until

OnDemand - Mississippi CLE - 6: This course has been approved by the Mississippi Commission on Continuing Legal Education for a maximum of 6.0 hours of Online credit, which includes 1.0 hour of ethics/ professionalism.

Montana CLE Approved · 6 Total Credits
  • 1 Professional Fitness and Integrity

Earn Until

OnDemand - Montana CLE - 6: This program qualifies for 6.0 hours of self-study CLE credit by the Montana Commission of Continuing Legal Education, including 1.0 hour of professional fitness and integrity credit.

Video Download - Montana CLE - 6: This program qualifies for 6.0 hours of self-study CLE credit by the Montana Commission of Continuing Legal Education, including 1.0 hour of professional fitness and integrity credit.

North Carolina CLE Approved · 6 Total Credits
  • 1 Professional Responsibility

Earn Until

OnDemand - North Carolina CLE - 6: NBI, Inc. is an accredited sponsor with the North Carolina State Board of Continuing Legal Education. Attendance of this program qualifies for 6.0 hours of online CLE credit, including 1.0 professional responsibility.

Video Download - North Carolina CLE - 6: NBI, Inc. is an accredited sponsor with the North Carolina State Board of Continuing Legal Education. Attendance of this program qualifies for 6.0 hours of online CLE credit, including 1.0 professional responsibility.

North Dakota CLE Approved · 6 Total Credits
  • 1 Ethics

Earn Until

OnDemand - North Dakota CLE - 6: North Dakota attorneys completing this program may claim 6.0 North Dakota self-study CLE credit hours, including 1.0 hour of self-study ethics credit, on the Report of Compliance.

Video Download - North Dakota CLE - 6: North Dakota attorneys completing this program may claim 6.0 North Dakota self-study CLE credit hours, including 1.0 hour of self-study ethics credit, on the Report of Compliance.

Nebraska CLE Approved · 6 Total Credits
  • 1 Professional Responsibility

Earn Until

OnDemand - Nebraska CLE - 6: NBI, Inc. is an accredited CLE sponsor in the state of Nebraska. This activity has been approved for 6.0 distance learning CLE credits, including 1.0 hour of professional responsibility credit.

Video Download - Nebraska CLE - 6: NBI, Inc. is an accredited CLE sponsor in the state of Nebraska. This activity has been approved for 6.0 distance learning CLE credits, including 1.0 hour of professional responsibility credit.

New Hampshire CLE Approved · 6 Total Credits
  • 1 Ethics/Professionalism

Earn Until

OnDemand - New Hampshire CLE - 6: NHMCLE does not approve or accredit CLE activities for the NH Minimum CLE requirement. NBI, Inc. believes this course meets the requirements of NH Supreme Court Rule 53 toward the annual NHMCLE requirement.

Video Download - New Hampshire CLE - 6: NHMCLE does not approve or accredit CLE activities for the NH Minimum CLE requirement. NBI, Inc. believes this course meets the requirements of NH Supreme Court Rule 53 toward the annual NHMCLE requirement.

New Mexico CLE Approved · 6 Total Credits
  • 1 Ethics

Earn Until

OnDemand - New Mexico CLE - 6: This program has been approved by the Board of Bar Commissioners of the State Bar of New Mexico. This program qualifies for 6.0 hours of self-study credit, including 1.0 hour of self-study ethics credit.

Video Download - New Mexico CLE - 6: This program has been approved by the Board of Bar Commissioners of the State Bar of New Mexico. This program qualifies for 6.0 hours of self-study credit, including 1.0 hour of self-study ethics credit.

Nevada CLE Approved · 6 Total Credits
  • 1 Ethical Considerations

Earn Until

OnDemand - Nevada CLE - 6: This course has been approved by the Nevada Board of Continuing Legal Education. This program qualifies for 6.0 hours of alternative format CLE credits by the Nevada Board of Continuing Legal Education, which includes 1.0 hour of alternative format ethical considerations.

Video Download - Nevada CLE - 6: This course has been approved by the Nevada Board of Continuing Legal Education. This program qualifies for 6.0 hours of alternative format CLE credits by the Nevada Board of Continuing Legal Education, which includes 1.0 hour of alternative format ethical considerations.

New York CLE Approved · 7 Total Credits
  • 6 Areas of Professional Practice
  • 1 Ethics/Professionalism

Earn Until

OnDemand - New York CLE - 7: This nontraditional format course has been approved in accordance with the requirements of the New York State Continuing Legal Education Board for up to 7.0 credit hours. 6.0 hours can be applied toward the areas of professional practice requirement and 1.0 hour can be applied toward the Ethics/Professionalism requirement and is approved for experienced attorneys. NBI, Inc. offers a Financial Hardship Policy for qualifying individuals. To apply, please submit a request via email to our Tuition Discount Committee at customerservice@nbi-sems.com.

Video Download - New York CLE - 7: This nontraditional format course has been approved in accordance with the requirements of the New York State Continuing Legal Education Board for up to 7.0 credit hours. 6.0 hours can be applied toward the areas of professional practice requirement and 1.0 hour can be applied toward the Ethics/Professionalism requirement and is approved for experienced attorneys. NBI, Inc. offers a Financial Hardship Policy for qualifying individuals. To apply, please submit a request via email to our Tuition Discount Committee at customerservice@nbi-sems.com.

Ohio CLE Approved · 6 Total Credits
  • 1 Professional Conduct

Earn Until

OnDemand - Ohio CLE - 6: This course has been approved by the Supreme Court of Ohio Commission on Continuing Legal Education for 6.0 self-study CLE credit hours, including 1.0 hour of attorney professional conduct instruction.

Video Download - Ohio CLE - 6: This course has been approved by the Supreme Court of Ohio Commission on Continuing Legal Education for 6.0 self-study CLE credit hours, including 1.0 hour of attorney professional conduct instruction.

Oklahoma CLE Approved · 7 Total Credits
  • 1 Legal Ethics

Earn Until

OnDemand - Oklahoma CLE - 7: This course has been approved by the Oklahoma Bar Association Mandatory Continuing Legal Education Commission. This program qualifies for 7.0 of On Demand CLE credit hours, which includes 1.0 hour of legal ethics.

Video Download - Oklahoma CLE - 7: This course has been approved by the Oklahoma Bar Association Mandatory Continuing Legal Education Commission. This program qualifies for 7.0 of On Demand CLE credit hours, which includes 1.0 hour of legal ethics.

Oregon CLE Approved · 6 Total Credits
  • 1 Ethics

Earn Until

OnDemand - Oregon CLE - 6: NBI, Inc. is an approved sponsor with the Oregon MCLE. This program qualifies for 5.0 hours of general continuing legal education credit and 1.0 hour of ethics credit.

Video Download - Oregon CLE - 6: NBI, Inc. is an approved sponsor with the Oregon MCLE. This program qualifies for 5.0 hours of general continuing legal education credit and 1.0 hour of ethics credit.

Pennsylvania CLE Approved · 6 Total Credits
  • 1 Ethics

Earn Until

OnDemand - Pennsylvania CLE - 6: This program has been approved by the Pennsylvania Continuing Legal Education Board. This program qualifies for 6.0 hours of distance learning credit, including 5.0 hours of substantive law, practice and procedure CLE credit and 1.0 hour of ethics, professionalism or substance abuse distance learning CLE credit.

Video Download - Pennsylvania CLE - 6: This program has been approved by the Pennsylvania Continuing Legal Education Board. This program qualifies for 6.0 hours of distance learning credit, including 5.0 hours of substantive law, practice and procedure CLE credit and 1.0 hour of ethics, professionalism or substance abuse distance learning CLE credit.

South Carolina CLE Approved · 6 Total Credits
  • 1 Legal Ethics/Professional Responsibility

Earn Until

OnDemand - South Carolina CLE - 6: This course is accredited by the South Carolina Commission on Continuing Legal Education and Specialization for 6.0 alternatively delivered hours, of which 1.0 hour relates to legal ethics and professional responsibility.

Tennessee CLE Approved · 6 Total Credits
  • 1 Ethics/Professionalism

Earn Until

OnDemand - Tennessee CLE - 6: This course has been approved by the Tennessee Commission on Continuing Legal Education for a maximum of 6.0 hours of Distance Learning credit, including 1.0 hour of ethics/professionalism (EP) credit.

Texas CLE Approved · 6 Total Credits
  • 1 Legal Ethics/Professional Responsibility

Earn Until

OnDemand - Texas CLE - 6: This course is accredited for Minimum Continuing Legal Education credit by the State Bar of Texas Committee on MCLE in the amount of 6.0 credit hours, of which 1.0 credit hour will apply to legal ethics/professional responsibility credit. Hours in attendance at National Business Institute CLE seminars may be applied to the minimum Judicial Education requirement.

Video Download - Texas CLE - 6: This course is accredited for Minimum Continuing Legal Education credit by the State Bar of Texas Committee on MCLE in the amount of 6.0 credit hours, of which 1.0 credit hour will apply to legal ethics/professional responsibility credit. Hours in attendance at National Business Institute CLE seminars may be applied to the minimum Judicial Education requirement.

Utah CLE Approved · 6 Total Credits
  • 1 Ethics

Earn Until

OnDemand - Utah CLE - 6: National Business Institute is an approved "presumptive provider" with the Utah State Board of Continuing Legal Education. This program qualifies for 6.0 hours of self-study CLE credit for Utah attorneys, which includes 1.0 hour of ethics credit.

Video Download - Utah CLE - 6: National Business Institute is an approved "presumptive provider" with the Utah State Board of Continuing Legal Education. This program qualifies for 6.0 hours of self-study CLE credit for Utah attorneys, which includes 1.0 hour of ethics credit.

Virginia CLE Approved · 6 Total Credits
  • 1 Ethics/Professionalism

Earn Until

OnDemand - Virginia CLE - 6: This course has been approved by the Virginia Mandatory Continuing Legal Education Board for 6.0 hours of prerecorded credit, of which 1.0 hour will also apply in the area of legal ethics or professionalism.

Video Download - Virginia CLE - 6: This course has been approved by the Virginia Mandatory Continuing Legal Education Board for 6.0 hours of prerecorded credit, of which 1.0 hour will also apply in the area of legal ethics or professionalism.

Vermont CLE Approved · 6 Total Credits
  • 1 Ethics

Earn Until

OnDemand - Vermont CLE - 6: This course has been approved by the Vermont Board of Mandatory Continuing Legal Education. This program qualifies for 6.0 hours of self-study credit, including 1.0 hour of self-study ethics credit.

Video Download - Vermont CLE - 6: This course has been approved by the Vermont Board of Mandatory Continuing Legal Education. This program qualifies for 6.0 hours of self-study credit, including 1.0 hour of self-study ethics credit.

Washington CLE Approved · 6 Total Credits
  • 1 Ethics/Professional Responsibility

Earn Until

OnDemand - Washington CLE - 6: This program qualifies for 6.0 hours of Washington continuing legal education (Self Study) A/V credit, which includes 5.0 hours of Law and Legal Procedure and 1.0 hour of ethics and professional responsibility.

Video Download - Washington CLE - 6: This program qualifies for 6.0 hours of Washington continuing legal education (Self Study) A/V credit, which includes 5.0 hours of Law and Legal Procedure and 1.0 hour of ethics and professional responsibility.

Wisconsin CLE Approved · 7 Total Credits

Earn Until

OnDemand - Wisconsin CLE - 7: Approved for 7.0 hours of repeated on-demand CLE credit by the Board of Bar Examiners.

Video Download - Wisconsin CLE - 7: Approved for 7.0 hours of repeated on-demand CLE credit by the Board of Bar Examiners.

West Virginia CLE Approved · 7.2 Total Credits
  • 1.2 Ethics

Earn Until

OnDemand - West Virginia CLE - 7.2: This program qualifies for 7.20 hours of pre-recorded credit, which includes 1.20 hour of pre-recorded ethics credit, under the West Virginia Rules for Mandatory Continuing Legal Education.

Video Download - West Virginia CLE - 7.2: This program qualifies for 7.20 hours of pre-recorded credit, which includes 1.20 hour of pre-recorded ethics credit, under the West Virginia Rules for Mandatory Continuing Legal Education.

Course Book (PDF Download)

CLE Credits
Maine CLE Approved · 6 Total Credits

Earn Until

Course Book - Maine CLE - 6: This course has been approved by the State of Maine Board of Overseers of the Bar. Lawyers who complete this course will receive 6.0 hours of self-study CLE credit

Missouri CLE Approved · 6 Total Credits

Earn Until

Course Book - Missouri CLE - 6: NBI, Inc. is an accredited sponsor with Missouri Minimum Continuing Legal Education. This program qualifies for 6.0 self-study CLE credit hours.

Northern Mariana Islands CLE Approved · 6 Total Credits

Earn Until

Course Book - Northern Mariana Islands CLE - 6: This course has been approved by the Commonwealth of the Northern Mariana Islands. Lawyers who complete this course shall receive 6.0 hours of self-study CLE credit.
Select Jurisdiction
CLE

Agenda

All times are shown in

  1. Term Sheets and Letters of Intent (With Sample Language)

    1. Identifying and Describing Key Terms
    2. Good Faith, Confidentiality, and Other Important Issues
    3. Sample Documents Review

  2. Due Diligence Analysis and Checklist

    1. Process Overview
    2. Reviewing Financials
    3. Investigating Assets
    4. Third Party, Security, and Financing Issues
    5. Contracts Review
    6. Employment Issues and Agreements
    7. Critical Compliance Considerations

  3. Drafting APA Provisions: Part 1 (With Sample Language)

    1. Preamble, Recitals, Identification of Parties, and Key Definitions
    2. Governing Law
    3. Defining Assets to be Acquired
    4. Transaction Mechanics and Party Obligations
    5. Non-Compete and Confidentiality Agreements

  4. Drafting APA Provisions: Part 2 (With Sample Language)

    1. Purchase Price, Consideration, and Price Allocation
    2. Tax Considerations
    3. Closing and Closing Deliverables
    4. Employee Matters
    5. Post-Closing Adjustments
    6. Dispute Resolution
    7. Ancillary Documents

  5. Part 3: Drafting Dangerous Provisions (With Sample Language)

    1. Assumption of Liability
    2. Representations, Warranties and Covenants
    3. Indemnification
    4. Conditions

  6. Final Document Assembly, Closing and Post-Closing Checklists

  7. The Role of Generative AI in Contract Drafting and Management

  8. Legal Ethics of APA Drafting and Negotiations

    1. Competence Duty in the Context of Business Contracts Law
    2. Candor in Negotiations
    3. Guarding Confidentiality
    4. Attorney Fee Agreements
    5. Data Security Considerations
    6. Informed Client Consent
    7. Post-Transaction Duties
    8. Financial Conflicts

Who Should Attend

This course is designed for attorneys. Accountants and paralegals may also benefit.

Speakers

James P Greifzu
James P.
Greifzu
Wiggin and Dana LLP
Joseph S Streb
Joseph S.
Streb
Joseph S. Streb, Attorney at Law
Arthur M Nathan
Arthur M.
Nathan
Dykema Gossett PLLC
Caitlin M Gustafson
Caitlin M.
Gustafson
Kutak Rock
Jeffrey W Berkman
Jeffrey W.
Berkman
Falcon Rappaport & Berkman LLP
Kyle M Lawrence
Kyle M.
Lawrence
Falcon Rappaport & Berkman LLP
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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Joseph S Streb

Joseph S. Streb

Joseph S. Streb, Attorney at Law
Joseph Streb

is a sole practitioner in Columbus. For many years, he has represented small and medium-sized business, especially in the construction industry, and he works as a litigator in both state and federal courts. Mr. Streb is the author of newspaper and magazine articles, scholarly articles in law and media studies, and literary works. He is a member of the Ohio State, New York, and Columbus bar associations; and is admitted to practice before the Ohio State Supreme Court; New York State Bar; U.S. District courts in Ohio, Michigan, Illinois, and Wisconsin; U.S. Court of Appeals 6th Circuit; U.S. Tax Court; and U.S. Supreme Court. Mr. Streb earned his undergraduate degree, master's degree and doctoral degree from The Ohio State University; and his Juris Doctorate degree from Capital University Law School. He is a seven-time national champion in the veteran's division of the United States Fencing Association, and he has won nine world championship medals. He has presented for other National Business Institute seminars on the topics of limited liability companies and buying and selling businesses.

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Arthur M Nathan

Arthur M. Nathan

Dykema Gossett PLLC
Arthur Nathan

is a Member of Dykema Gossett PLLC in Houston, where he is a corporate lawyer practicing in the areas of mergers and acquisitions and business taxation. With more than 50 years of experience, a significant part of his practice involves the representation of clients who are buying or selling businesses. Mr. Nathan earned his B.A. degree, with high honors, and his J.D. degree, with honors, from the University of Texas at Austin. He was an adjunct professor of law at the University of Houston Law Center where he taught courses in Advanced Corporate Taxation and Business Planning. Mr. Nathan is a member of the State Bar of Texas, and the American Bar Association (member, Taxation Section Committee on Negotiated Acquisitions). He is board-certified in tax law by the Texas Board of Legal Specialization and is presently a Member of the Law 360 Editorial Advisory Board for Mergers & Acquisitions.

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Caitlin M Gustafson

Caitlin M. Gustafson

Kutak Rock
Caitlin Gustafson

is a partner with Kutak Rock in the firm's corporate finance group and advises clients on a broad spectrum of corporate matters and transactions, including corporate governance, business entity formation, and middle-market mergers and acquisitions, as well as bank regulatory and securities law matters. She regularly counsels issuers and investors in venture capital financings, private placements and other private securities offerings. She earned her B.S. degree, summa cum laude, from Wayne State College and her J.D. degree from the University of Nebraska College of Law. Ms. Gustafson is admitted to practice in Nebraska.

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Jeffrey W Berkman

Jeffrey W. Berkman

Falcon Rappaport & Berkman LLP
Jeffrey Berkman

is a founding partner with Falcon Rappaport & Berkman LLP focusing on corporate and securities law matters. He represents entrepreneurs, domestic and international companies, closely held businesses, family offices, investors, and not-for-profit organizations in connection with business structuring, domestic and cross-border transactions, mergers and acquisitions, venture capital, private equity, secured financing, joint ventures, investment fund structuring, securities law matters, commercial transactions/contracts, and a wide-variety of other business law matters. Mr. Berkman has practiced law for more than 35 years, working with entrepreneurs, investors, companies, investment funds, and joint ventures in various industries, including venture capital, private equity, technology, Internet, telecommunications, healthcare, food services, retail, fashion, management consulting, manufacturing, engineering, goods and services providers, professional practices, entertainment/film, and emerging media. He was previously general counsel of a multimillion-dollar venture capital firm with operations in the U.S., Europe and Asia. Mr. Berkman has served on the Board of Directors of both public and private companies. He was a judicial law clerk for Judge Rodger Miner (dec.), Second Circuit Court of Appeals. Mr. Berkman is an adjunct professor at Maurice A. Deane School of Law at Hofstra University He is a lecturer for continuing legal education classes and a presenter at a variety of seminars and business workshops. Mr. Berkman earned his B.A. degree in political science, cum laude, with a concentration in Mandarin Chinese from Middlebury College; his J.D. degree from New York Law School; and his LL.M. degree, Master of Laws from New York University School of Law. He is admitted to practice in New York and Connecticut.

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Kyle M Lawrence

Kyle M. Lawrence

Falcon Rappaport & Berkman LLP
Kyle Lawrence

is a partner with Falcon Rappaport & Berkman LLP's corporate and securities practice group, and with the digital assets practice group. His practice is focused on corporate and private securities matters, serving clients as lead counsel on all types of corporate transactions including private placements, mergers, acquisitions, joint ventures, corporate finance, planning and strategies, licensing, manufacturing, supply, and distribution arrangements. Mr. Lawrence provides dedicated hands-on personal support to clients from negotiation to closing and beyond. In mergers and acquisitions transactions, he has regularly represented both buyers and sellers of businesses. Over the past 15 years, he has successfully closed numerous deals with business owners selling their businesses to strategic buyers, private equity funds, and private equity-backed strategic buyers both domestically and internationally. With respect to securities offering and financing transactions, Mr. Lawrence has significant experience representing both issuers and founders on the one hand, and investors on the other hand, giving him years of experience related to private securities offerings, venture capital, and similar startup financings, and FINRA and SEC regulatory issues. As part of the firm's digital assets practice group, his practice has expanded to include advising companies on blockchain, cryptocurrency, Web3, and NFT matters, with a focus on how the corporate and securities matters affect these types of projects. He earned his Bachelor of Arts degree, political science and English from Tulane University and his J.D. degree from Hofstra University. Mr. Lawrence is admitted to practice in New York.

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