Drafting and Negotiating Asset Purchase Agreements
This Master Class introduces participants to specific terms typically negotiated in an asset purchase. Using an actual asset purchase agreement (“APA”), participants (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 address diligence results 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.
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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