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Drafting and Negotiating Asset Purchase Agreements

Online Class material is 100% online, accessible by all standard web browsers. Use your desktop, laptop, tablet, or smartphone--your progress will by synced across all devices.
On-Demand The class is fully asynchronous. Do the work at your own pace, turn in your assignment when you're ready, and get instant feedback via model answers and video review sessions.
Interactive Learn with dynamic, interactive modules that keep you engaged in active learning using a variety of learning modes.
Experiential Includes practical assessments throughout the class, plus a capstone assignment where you apply your skills in the context of a real-world matter.

Class Content


This class introduces participants to the specific terms typically negotiated in the context of an asset purchase. Using an actual asset purchase agreement, participants will (i) gain an understanding of the practical reasons behind various provisions, (ii) learn to recognize pro-buyer and pro-seller terms, (iii) observe how each provision connects to others in the agreement, and (iv) practice how to reflect diligence and other issues in the agreement. Particular focus will be given to assignment and change of control issues in asset purchases. Participants will practice negotiating specific terms in the agreement, with a focus on clarity and precision. Practice tips will include how to approach preparing the first draft of an agreement. While certain provisions will be discussed in more detail, the aim of this class is to give the participant a broad understanding of the transaction document as a whole so that he or she feels comfortable reviewing, drafting, and negotiating this type of document.

Negotiate and draft an asset purchase agreement like a veteran. You'll learn to draft an APA from the LOI or term sheet, including key provisions and typical pro-buyer and pro-seller terms. Then you'll practice what you learned by converting a term sheet to an APA. 

Level: Basic-Intermediate

This class is suitable for attorneys at any level who have a general interest in M&A with some exposure to basic corporate transactions. A general understanding of contract basics and/or prior completion of AltaClaro’s Essentials of Contract Drafting is helpful but not required.

**It is recommended that participants complete AltaClaro’s Overview of M&A Transactions (or otherwise have some basic exposure to M&A transactions as a junior attorney) prior to taking this course.


Upon completion of this Master Class, participants will be able to:

  • Interpret letters of intent ("LOIs") and term sheets
  • Demonstrate a broad understanding of APAs and comfort reviewing an APA
  • Draft and negotiate basic terms in an APA

Simulation Exercise

Participants are provided with a term sheet and asked to convert the term sheet into a draft APA using a pro-buyer form precedent and additional information received from the client.

CLE Credit

2 CLE Credits is available for each course.


The AltaClaro Difference

Effective Learning with ROI--Backed by Education Science

Step 1: Learn

Learn at your own pace, absorbing lessons in short, easily digested segments led by experienced practitioners.

Step 2: Do

Apply what you've learned to solve real-world client scenarios, using transaction documents derived from actual deals.

Step 3: Review

Deepen your learning in virtual review sessions with an experienced practitioner. Review model answers and ask questions.

Instructors Who Practice What They Teach

Success Stories

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Interested in this Class?

Our master classes are delivered in an experiential "bootcamp" framework. Students participate in small cohorts that go through the learning materials, assignments, and live review sessions together with experienced practitioner-instructors.

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