Drafting Asset Purchase Agreements: Reps, Warranties, Covenants, Conditions, Indemnity, and Other Provisions
Recording of a 90-minute premium CLE video webinar with Q&A
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.
Outline
- Key provisions in asset purchase agreements
- What are the assets being sold and transferred?
- Purchase price matters
- Representations and warranties
- Covenants
- Conditions of closing
- Post-closing conditions (if any)
- Termination
- Indemnification
- Confidentiality
- Jurisdiction and venue
- 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 asset 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?
Faculty
Leah S. Baucom
Partner
K&L Gates
Ms. Baucom focuses her practice on mergers and acquisitions, private equity and general corporate matters. She has... | Read More
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, Jr.
Partner; Chair, Corporate Department
Herrick, Feinstein
Mr. DeFeo focuses his practice on domestic and international capital markets, corporate finance and M&A... | Read More
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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George H. Singer
Partner
Holland & Hart
Mr. Singer practices in the areas of corporate and commercial law, including finance, financial restructuring, capital... | Read More
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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