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 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

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

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

Success Stories

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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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