Service Overview
Focused legal support for asset purchase and sale
An asset purchase and sale transaction involves the purchase of specific business assets rather than the shares of the business entity itself. Depending on the deal, those assets may include inventory, equipment, intellectual property, customer contracts, or other identified business property.
Many buyers prefer an asset purchase structure where they want more control over which assets and liabilities are being transferred. That can make due diligence and careful drafting especially important.
Common stages in an asset purchase transaction
Asset purchase matters often involve:
- Preliminary discussions and negotiation of the business terms
- A letter of intent setting out the main deal points
- Due diligence on financial records, contracts, assets, and legal issues
- Drafting and negotiation of the asset purchase agreement
- Financing, regulatory, employee, or licensing considerations
- Closing and post-closing adjustment issues
Why the legal details matter
Asset purchase agreements often need to address the purchase price, the exact assets being transferred, liabilities that may or may not be assumed, closing conditions, representations and warranties, and indemnity provisions. These details can materially affect risk for both sides of the transaction.
Our office helps clients review and prepare these materials carefully so the structure of the deal is clear and the transaction is better positioned to close smoothly.