Drafting Asset Purchase Agreements: Standard (and Not-So-Standard) Clauses

Although the sale of assets is one of the most common forms of commercial transactions, it is one of the most complex. The successful sale of assets often hinges on the negotiation and drafting of a comprehensive asset purchase agreement that meets legal requirements and minimizes the likelihood of post-closing disputes and potential litigation. It is also important to understand the role of due diligence and leverage in drafting and negotiating the asset purchase agreement. No two deals are the same. Asset purchase agreements should be modeled to reflect the deal. Be prepared to address the initial considerations and protections from the perspective of the seller or purchaser, as well as the corresponding uniqueness of the provisions involved. Join our expert faculty for a practical approach to negotiating, drafting, and revising asset purchase agreements. Topics that will be discussed include: - Understanding the structure of the transaction - Asset vs stock purchase agreements - Liabilities, covenants, representations and warranties, indemnification, and termination - Often overlooked “miscellaneous” provisions - Role of due diligence and understanding leverage - Closing considerations