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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Commercial Law

Date & Time
  • event Date

    Wednesday, July 17, 2024

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$347.00
CLE
ALL

This CLE course will guide deal counsel in drafting and negotiating asset purchase agreements. The panel will discuss legal considerations when negotiating representations and warranties, indemnities, covenants, closing conditions, and other critical provisions. They will outline best practices necessary to minimize the likelihood of post-closing disputes and potential litigation.

Faculty

George H. Singer
Partner
Holland & Hart

Mr. Singer practices in the areas of corporate and commercial law, including finance, financial restructuring, capital recovery, and bankruptcy. He negotiates senior and subordinated financing arrangements and has experience with structuring credit facilities, perfecting finance documentation, and closing secured and lease finance transactions. Mr. Singer regularly represents lenders, lessors, funds, committees, business debtors, guarantors, and creditors in financial workouts, restructurings, distressed-sale transactions, intercreditor disputes, lender liability claims, successor liability issues, and preferential and fraudulent transfer litigation. He has been practicing for over 20 years and regularly advises publicly and privately held companies on corporate governance, debt and equity financings, licensing issues, and risk management. Mr. Singer serves as corporate counsel on behalf of buyers and sellers and venture capitalists in complex merger, acquisition, divestiture, and joint-venture transactions.

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Leah S. Baucom
Partner
K&L Gates, LLP

Ms. Baucom focuses her practice on mergers and acquisitions, private equity and general corporate matters. She has represented both public and private companies—including private equity sponsors—on a range of matters, including leveraged buyouts, public and private divestitures, spin-offs, joint ventures, special committee representation, activist stockholder defense and other strategic investments and sales.

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Morris F. DeFeo
Partner, Chair, Corporate Department
Herrick, Feinstein LLP

Mr. DeFeo focuses his practice on domestic and international capital markets, corporate finance and M&A transactions, and corporate governance and compliance counseling for boards, committees and directors of public and private companies and not-for-profit entities. He advises public and private corporations, partnerships, limited liability companies, real estate investment trusts, and other clients in U.S. and cross-border joint ventures and strategic alliances, M&As, consolidations, asset and stock acquisitions and dispositions; and public and private offerings of debt and equity securities, including initial public offerings and shelf-registered offerings, Rule 144A high-yield debt offerings and exchange listings.

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Description

Counsel for buyers and sellers negotiating an asset acquisition must strategically draft and negotiate the purchase agreement to ensure their clients' respective rights are protected before and after the deal closes.

The agreement must delineate the assets and liabilities to be sold or transferred. Due diligence is a critical component of an asset purchase. Counsel must identify any financing or encumbrances and determine the extent to which consent is required for any assignment of contracts or licenses or the transfer of title to the assets.

Critical points of negotiation may include representations and warranties, closing conditions and post-closing requirements, and indemnities in the event of a breach. The goal of both the buyer and seller should be to minimize the likelihood of disputes down the road.

The panel will also discuss some of the particularities of distressed sale transactions, including structuring issues and risks related to breach of fiduciary duty, successor liability, fraudulent transfer, and other third-party claims.

Listen as our panel of deal attorneys reviews the latest legal developments related to asset purchase agreements; discusses tactics for sellers and buyers negotiating representations, warranties, covenants, closing conditions, indemnification provisions, and other key provisions in the contracts; and highlights common areas of contract disputes and litigation.

Outline

  1. Key provisions in asset purchase agreements
    1. What are the assets being sold and transferred?
    2. Purchase price matters
    3. Representations and warranties
    4. Covenants
    5. Conditions of closing
    6. Post-closing conditions (if any)
    7. Termination
    8. Indemnification
    9. Confidentiality
    10. Jurisdiction and venue
  2. Anticipating and avoiding common drafting and enforcement issues

Benefits

The panel will review these and other key issues:

  • What are some issues unique to asset purchase acquisitions that deal counsel should take into consideration when negotiating purchase agreements?
  • What are the key provisions to include and pitfalls to avoid when drafting the asset purchase agreement?
  • What are the most commonly disputed issues in asset purchase agreement negotiations and what are some effective strategies for resolving them?