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.
Absorb the fundamentals
Practice by doing
Collaborate with an expert
More than just a course
Dynamic Video Modules
Learn at your own pace and place. All you need is an internet connection. Absorb lessons in short, easily digested segments, led by experienced practitioners.
Apply what you've learned in real-world client scenarios, using transaction documents derived from actual deals.
As simulations progress, build upon elements you mastered in earlier modules.
Deepen your learning in one-on-one Virtual In-Person sessions with a vetted practitioner. Receive feedback on simulation assignments.
Like working with a law firm partner dedicated solely to accelerating yur professional growth.
Gabriel GutierrezAssociate, GHP Abogados (Costa Rica)
[AltaClaro’s Intensive course] hit the right mark between being challenging and yet manageable for someone who is working while taking the program…”
Wai ZeeGeneral Counsel, WeWork (Asia)
There is definitely a big need for this … Senior partners at firms are not spending enough time [on training] and most professional education out there is superficial.”
Ryan NayarLegal Counsel, Centrica
As an experienced practitioner who has worked in both AmLaw 100 and public company, in-house environments, the training AltaClaro provided helped supplement my knowledge of corporate law.”
Anu Jaya NaiduSenior Counsel / The Offsite General Counsel
After taking this course, You could come into a firm on day one, start diving into the documents, and be able to provide meaningful input to the deal team. While [other courses] focus on the theoretical or updates in the law, this focuses on the practical and gives you a toolkit to jump start or refresh your practice.”
Morgan Chaney-Alexandria KearseCorporate Counsel, Affinity Solutions
Each instructor takes the time to work through the material with you so that you can understand the actual practice of law and not just the theory. The one-on-one sessions provide a unique chance to delve deeper into questions with your instructor that are tailored to your individual strengths and weaknesses.”
Samarth ChaddhaNYU School of Law, LL.M ‘17
I learned from experienced practitioners and the one-on-one sessions gave me an opportunity to take a deep dive and simulate real world tasks…”
Zulaihat N.New York Law School, JD ‘16
Through the AltaClaro Intensives Training Program in Corporate Transactions, I developed practical legal skills that went far beyond the legal training provided in law school...
|AltaClaro||Online practical skills course providers||CLE Providers||Bootcamps|
|Short engaging videos||Varies|
|Experiential learning with mock transactions & matters||Varies|
|1-on-1 feedback sessions available|
|Online student/instructor community with interactive discussion boards|
*CLE credit available for most Master Classes. Financial aid may also be available. See individual Master Classes or our FAQ for more details.