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.
All times are shown in Eastern time
- Introduction and Examples: Whether to Do an Asset Purchase
10:00 - 11:00, Julie D. Globus
- Comparison to Alternative Structures
- Key Legal and Tax Factors
- Case Studies: Common Types of APA Transactions
- Timelines & Process Walkthrough: APAs From A-Z
- Preliminary Negotiations; Preparing Term Sheets and Letters of Intent (With Sample Term Sheet)
11:00 - 11:30, Daniel S. Welytok
- Identifying and Describing Key Terms
- Good Faith, Confidentiality and Other Important Issues
- Drafting Tips, Traps for the Unwary
- APA Due Diligence Walkthrough and Checklist
11:45 - 12:45, Daniel S. Welytok
- Process Overview
- Reviewing Financials
- Investigating Assets
- Third Party, Security and Financing Issues
- Contract Review
- Employment Issues and Agreements
- Preparing Entities, Preparing to Draft
12:45 - 1:15, Ryan R. Seib
- Drafting Asset Purchase Agreements (With Sample APA)
1:45 - 2:45, Ryan R. Seib
- Simple Form APA Organization and Alternatives
- Preamble, Recitals, and Key Definitions
- Defining Assets to be Acquired
- Transaction Mechanics and Party Obligations
- Purchase Price, Consideration, and Price Allocation
- Dealing With Difficult Assets
- Drafting Dangerous Provisions (With Sample Language)
2:45 - 3:45, Ryan R. Seib
- Assumption of Liability
- Representations, Warranties and Covenants
- Negotiation Strategies - Buyer and Seller Perspectives
4:00 - 4:30, Julie D. Globus
- Final Document Assembly and Closing
4:30 - 5:00, Julie D. Globus
This course is designed for attorneys. Accountants and paralegals may also benefit.