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Drafting and Negotiating Asset Purchase Agreements
Class Content
Overview
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.
Objectives
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.
Preview
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
Adriel Sanders
x-Bryan Cave Leighton Paisner
David Case
x-White & Case; x-Orrick
Doug Young
x-Baker McKenzie; x-White & Case
Aaron Melville
Global Head of Tech Transactions, Uber; x-Disney; x-O’Melveny; x-Weil Gotshal
Chris Drews
x-Disney
Julie Ryan
Head of Experiential Learning, AltaClaro; x-Akin Gump; x-Clifford Chance
Mick Galvin
x-Sidley; x-Allen & Overy
Stephen Kaplitt
x-Weil Gotshal; x-Cadwalader
Clara Duffield
x-Baker McKenzie
Mike Shea
x-Baker McKenzie, x-Morrison & Foerster
John Babcock
Partner, Waldrep Wall
Success Stories


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