Business & Securities Law

4.46

Asset Purchase Agreements: Drafting & Negotiation Techniques

Credits Available
Credit Status Total
Alaska CLE Approved 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
Florida CLE Approved 7 Total
Georgia CLE Approved 6 Total
Hawaii CLE Approved 6 Total
Idaho CLE Approved 6 Total
Illinois 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 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
Rhode Island CLE Upon Request 6 Total
South Carolina CLE Approved 6 Total
Tennessee 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
OnDemand
5 hours 54 minutes
Julie Globus
James Greifzu
Peter Nealis
With Julie D. Globus from Sabharwal Globus & Lim LLP + 2 others
Recorded November 21, 2024
Product ID 99257

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Overview

Structural Strategies, Key Terms, Dangerous Provisions, Document Assembly, and Due Diligence

While asset purchases are a common type of M&A transaction, their terms are often complex and difficult to draft. Join our distinguished faculty as they share practical insights on planning and preparing asset purchase agreements. Get planning and structural tips, learn what to expect in due diligence, and fully prepare yourself for tackling your first or next APA - register today!

  • Start with an overview of the asset purchase process and clarify key legal and tax planning considerations.
  • Learn how to prepare for preliminary negotiations with confidence.
  • Walk through the key elements of due diligence in the context of an asset purchase.
  • Get techniques for organizing and drafting APAs - from the preamble to the dangerous provisions.
  • Learn how to assemble ancillary documents and prepare for closing.

Abbreviated Agenda

  1. Introduction and Examples: Whether to Do an Asset Purchase
  2. Preliminary Negotiations; Preparing Term Sheets and Letters of Intent (With Sample Term Sheet)
  3. APA Due Diligence Walkthrough and Checklist
  4. Preparing Entities, Preparing to Draft
  5. Drafting Asset Purchase Agreements (With Sample APA)
  6. Drafting Dangerous Provisions (With Sample Language)
  7. Negotiation Strategies - Buyer and Seller Perspectives
  8. Final Document Assembly and Closing

Related Topics

Product ID 99257

Credit Details

Credits Available
Credit Status Total
Alaska CLE Approved 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
Florida CLE Approved 7 Total
Georgia CLE Approved 6 Total
Hawaii CLE Approved 6 Total
Idaho CLE Approved 6 Total
Illinois 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 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
Rhode Island CLE Upon Request 6 Total
South Carolina CLE Approved 6 Total
Tennessee 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
Select Jurisdiction
CLE

Agenda

All times are shown in

  1. Introduction and Examples: Whether to Do an Asset Purchase

    1. Comparison to Alternative Structures
    2. Key Legal and Tax Factors
    3. Case Studies: Common Types of APA Transactions
    4. Timelines & Process Walkthrough: APAs From A-Z

  2. Preliminary Negotiations; Preparing Term Sheets and Letters of Intent (With Sample Term Sheet)

    1. Identifying and Describing Key Terms
    2. Good Faith, Confidentiality and Other Important Issues
    3. Drafting Tips, Traps for the Unwary

  3. APA Due Diligence Walkthrough and Checklist

    1. Process Overview
    2. Reviewing Financials
    3. Investigating Assets
    4. Third Party, Security and Financing Issues
    5. Contract Review
    6. Employment Issues and Agreements

  4. Preparing Entities, Preparing to Draft

  5. Drafting Asset Purchase Agreements (With Sample APA)

    1. Simple Form APA Organization and Alternatives
    2. Preamble, Recitals, and Key Definitions
    3. Defining Assets to be Acquired
    4. Transaction Mechanics and Party Obligations
    5. Purchase Price, Consideration, and Price Allocation
    6. Dealing With Difficult Assets

  6. Drafting Dangerous Provisions (With Sample Language)

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

  7. Negotiation Strategies - Buyer and Seller Perspectives

  8. Final Document Assembly and Closing

Who Should Attend

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

Speakers

Julie D Globus
Julie D.
Globus
Sabharwal Globus & Lim LLP
James P Greifzu
James P.
Greifzu
Wiggin and Dana LLP
Peter S Nealis
Peter S.
Nealis
Taft Stettinius & Hollister LLP
Speaker bio
Julie D Globus

Julie D. Globus

Sabharwal Globus & Lim LLP
Julie Globus

is a partner with the law firm of Sabharwal Globus & Lim LLP in West Nyack, New York, where she represents banks and hedge funds in the purchase and sale of debt in distressed companies, international and domestic mergers and acquisitions, leveraged acquisitions, and corporate finance. With data privacy and issues of cybersecurity at the forefront of current legal issues, Ms. Globus also assists her clients with building an architectural framework for compliance with state and federal securities, finance, data privacy laws, and with establishing strong internal controls. She also engages in the area of education law, helping students and parents obtain a fair and appropriate public education for their children, as well as resolving education related disciplinary matters. Ms. Globus is an associate member of the Association of Certified Fraud Examiners and is corporate counsel for an international cryptocurrency related company, giving her the opportunity to consult with legal teams in both the U.S. and abroad, each with varying expertise and each trying to wade through the confusion related to cryptocurrency. She earned her B.A. degree from Skidmore College; her M.A. degree from the Hebrew University of Jerusalem on Mt. Scopus; and her J.D. degree from Rutgers State University of New Jersey, Newark Campus. Ms. Globus's passion is endurance cycling, and she is an avid middle-distance triathlete.

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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
Peter S Nealis

Peter S. Nealis

Taft Stettinius & Hollister LLP
Peter Nealis

is a partner in the Cleveland office of Taft Stettinius & Hollister LLP, who also practices in Sarasota/Bradenton, Florida. He has substantial experience representing both public and private companies, and investors in a variety of securities, regulatory and corporate governance matters. Mr. Nealis is a member of The Florida Bar and the Sarasota Bar Association. He earned his B.A. degree from Colby College and his J.D. degree from The Ohio State University.

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