Gain Real-World Insights on Structuring Asset Purchase Agreements
Do you know all the do’s, don’ts, nuts and bolts of structuring solid asset purchase agreements? Can you successfully foresee and address post-deal problems that can lead to disputes? Our experienced faculty will offer their practical insights and practice tips as they walk you through the mechanics of drafting an asset purchase agreement - from start to finish. Enhance your practice - register today!
- Understand the advantages and disadvantages of an asset purchase transaction structure.
- Get pointers on due diligence and other pre-transaction essentials.
- Review both buyer and seller perspectives on issues that come up in asset purchase agreements.
- Walk through key terms of asset purchase agreements, including reps and warranties, indemnification provisions and more.
- Deepen your understanding of tax issues and find out how to best address them.
Session Time: 10:00 AM - 1:15 PM Eastern
Presenter: Todd M. Gleason and Daniel L. Gottfried
- Asset or Stock Purchase?
- Preparing for the Transaction; Due Diligence; Assembling the Team
- Principles of Asset Purchase Agreements
- Asset Purchase Agreement - Key Components
- Purchase Price, Purchase Price Adjustments, Earn Outs
- Negotiating Representations and Warranties: Buyer and Seller Viewpoints; Materiality Scrape
- Escrows and Hold Backs
- Closing; Deliveries
- Pre-Closing and Post-Closing Covenants
- Conditions to Closing
- Termination and Remedies - Do's and Don'ts
- Indemnification Provisions in Asset Purchase Agreements
- Restrictive Covenant Provisions - Best Practices for Drafting
- Miscellaneous Clauses - Employee Matters; Transition Services; Approvals and Consents; Disclosure Schedule Updates
- Key Tax Issues
This program is designed for attorneys. Accountants, financial planners, bankers/lenders and paralegals may also benefit.