Drafting and Negotiating Asset Purchase Agreements
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.
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
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.
Participants may earn up to 1 CLE credits in the State of California and New York (NY: Areas of Professional Practice; CA: General Credit). Credit is for transitional and non-transitional attorneys in NY. This class is appropriate for both newly admitted and experienced attorneys. Financial Aid may be available for qualifying participants.
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
x-Bryan Cave Leighton Paisner
x-White & Case; x-Orrick
x-Baker McKenzie; x-White & Case
Global Head of Tech Transactions, Uber; x-Disney; x-O’Melveny; x-Weil Gotshal
Head of Experiential Learning, AltaClaro; x-Akin Gump; x-Clifford Chance
x-Sidley; x-Allen & Overy
x-Weil Gotshal; x-Cadwalader
x-Baker McKenzie, x-Morrison & Foerster
Partner, Waldrep Wall
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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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