Navigating Asset Purchase Agreements: Key Provisions and Post-Closing Success

Michael Palermo
Michael Palermo
Palermo Law Firm

Mr. Palermo focuses his practice on transactional commercial work for mid-sized businesses.

Jaylyn N. Powell
Jaylyn N. Powell
Johnston, Allison & Hord

Jaylyn Powell is an experienced corporate attorney who focuses her practice on representing closely held businesses in matters regarding business transactions, mergers and acquisitions, and corporate governance.

On-Demand: November 15, 2024

This class is included in the Federal Bar Association CLE Pass

Subscribe to Federal Bar Association CLE Pass...
Co-Sponsored by myLawCLE
Get this course, plus over 1,000+ of live webinars.
Learn More
MCLE Credit Information:

Select Your State Below to View CLE Credit Information

3 hour CLE
Tuition: $245.00
Training 5 or more people?

Sign-up for a law firm subscription plan and each attorney in the firm receives free access to all CLE Programs

Program Summary

Session I - Drafting APA Provisions – Michael Palermo

This session will focus on the intricacies of drafting key provisions within an Asset Purchase Agreement. Participants will be introduced to the process of drafting an effective APA and the concepts behind the essential clauses, including defining the structure of the deal, risk management strategies and sample language for various deal structures. The session will also address tax considerations, high-risk clauses, and limitations of liability. Real-world examples and tailored advice will help attendees navigate complex drafting challenges effectively.

Key topics to be discussed:

  • Understanding Key Provisions and Sample Language
  • Risk Management
  • Considerations for Different Deal Structures
  • Tax Considerations
  • High-Risk Clauses
  • Limitation of Liability
  • Representations and Warranties

Session II - Final Document Assembly, Closing, and Post-Closing Considerations – Jaylyn Powell

This session will guide participants through the final stages of the APA process, including document assembly, closing procedures, and post-closing considerations. Emphasis will be placed on creating tailored checklists to ensure all steps are completed efficiently and accurately. Attendees will learn how to manage the closing process and address any post-closing issues that may arise, ensuring a smooth transition.

Key topics to be discussed:

  • Document Assembly
  • Closing Steps
  • Post-Closing Considerations
  • Tailored Checklists

This course is co-sponsored with myLawCLE.

Closed-captioning available

Speakers

Michael Palermo_FedBarMichael Palermo | Palermo Law Firm

For over 30 years, Michael Palermo has practiced as a business lawyer. He started out working with various labor unions and pension funds around Chicago. From there he represented the construction design professional licensing boards for the State of Illinois.

After that, in private practice he has worked with companies of all sizes, from global chemical and surety companies to two-person bakeries, and anything in between. Now he focuses his practice on transactional commercial work for mid-sized businesses. He currently lives in Asheville, North Carolina.

 

Jaylyn N. Powell_FedBarJaylyn N. Powell | Johnston, Allison & Hord

My versatile background allows me to approach problems from a unique angle and come up with creative solutions that will achieve the best outcome for my clients. This versatility accompanied with my transactional expertise will make me an advantageous asset in all aspects of your ever-changing corporate landscape. Additionally, my client focused approach will guarantee open lines of communication and that your goals are the center of my focus.

Jaylyn Powell is an experienced corporate attorney who focuses her practice on representing closely held businesses in matters regarding business transactions, mergers and acquisitions, and corporate governance. She partners with her clients using both her legal degree and MBA to help companies with purpose and vision realize their full potential. With her varied experience representing corporate clients, including providing legal counsel to companies that franchise their business, Jaylyn offers unique skills and expertise to her clients.

After graduating from Elon School of Law, Jaylyn began her career as a domestic violence and general family law trial attorney in the Greensboro, NC area. Upon graduating with her MBA, she then transitioned to practicing franchise law at a local Charlotte, NC firm where she negotiated, drafted and reviewed intricate contracts before joining the Corporate Practice Group at Johnston, Allison & Hord.

Agenda

Session I – Drafting APA Provisions | 1:00pm – 3:10pm

  • Understanding Key Provisions and Sample Language
  • Risk Management
  • Considerations for Different Deal Structures

Break | 2:00pm – 2:10pm

  • Tax Considerations
  • High-Risk Clauses
  • Limitation of Liability
  • Representations and Warranties

Break | 3:10pm – 3:20pm

Session II – Final Document Assembly, Closing, and Post-Closing Considerations | 3:20pm – 4:20pm

  • Document Assembly
  • Closing Steps
  • Post-Closing Considerations
  • Tailored Checklists
Preview
More CLE Webinars
Upcoming CLE Webinars
MBA Essentials for Legal Professionals
MBA Essentials for Legal Professionals Fri, February 7, 2025
Live Webcast
Avoiding the Plaintiff Double Tax
Avoiding the Plaintiff Double Tax Fri, February 7, 2025
Live Webcast
Wedding & Event Vendor Law 101 (2025 Edition)
Wedding & Event Vendor Law 101 (2025 Edition) Wed, February 12, 2025
Live Webcast
Federal Motion Practice: A Comprehensive Approach
Federal Motion Practice: A Comprehensive Approach Wed, February 12, 2025
Live Webcast
Mastering IP Rights and Social Media Strategies
Mastering IP Rights and Social Media Strategies Thu, February 13, 2025
Live Webcast
Family Law 101: From Client Interview to Courtroom
Family Law 101: From Client Interview to Courtroom Thu, February 20, 2025
Live Webcast
Multitasking Mastery: Essential Tips for New Lawyers
Multitasking Mastery: Essential Tips for New Lawyers Thu, February 20, 2025
Live Webcast