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

3 hour CLE

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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

Closed-captioning available

Speakers

Michael Palermo_myLawCLEMichael 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_myLawCLEJaylyn 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

Credits

Alaska

Approved for CLE Credits
3 General

Our programs are CLE-eligible through Alaska’s recognition of multi-jurisdictional reciprocity.
Alabama

Pending CLE Approval
3 General

Arkansas

Approved for CLE Credits
3 General

Arizona

Approved for CLE Credits
3 General

California

Approved for CLE Credits
3 General

Colorado

Pending CLE Approval
3 General

Connecticut

Approved for CLE Credits
3 General

District of Columbia

No MCLE Required
3 CLE Hours

Delaware

Pending CLE Approval
3 General

Florida

Approved via Attorney Submission
3.5 General Hours

Receive CLE credit in Florida via attorney submission.
Georgia

Approved for CLE Credits
3 General

Hawaii

Approved for CLE Credits
3.6 General

Iowa

Pending CLE Approval
3 General

Idaho

Pending CLE Approval
3 General

Illinois

Approved for Self-Study Credits
3 General

Indiana

Pending CLE Approval
3 General

Kansas

Pending CLE Approval
3 Substantive

Kentucky

Pending CLE Approval
3 General

Louisiana

Pending CLE Approval
3 General

Massachusetts

No MCLE Required
3 CLE Hours

Maryland

No MCLE Required
3 CLE Hours

Maine

Pending CLE Approval
3 General

Michigan

No MCLE Required
3 CLE Hours

Minnesota

Approved for Self-Study Credits
3 General

Missouri

Approved for Self-Study Credits
3.6 General

Mississippi

Pending CLE Approval
3 General

Montana

Pending CLE Approval
3 General

North Carolina

Pending CLE Approval
3 General

North Dakota

Approved for CLE Credits
3 General

Our programs are CLE-eligible through North Dakota’s recognition of multi-jurisdictional reciprocity. Section 1, Policy 1.14
Nebraska

Pending CLE Approval
3 General

myLawCLE reports attendance to Nebraska on each attorney’s behalf for all programs. Please do not self-report.
New Hampshire

Approved for CLE Credits
180 General Minutes

As of July 1, 2014, the NHMCLE Board no longer provides pre- or post-approval of courses. Attendees must self-determine whether a program is eligible for credit, and self-report their attendance online at www.nhbar.org, based on qualification provisions of Rule 53.
New Jersey

Approved for CLE Credits
3.6 General

Our programs are CLE-eligible through New Jersey’s recognition of multi-jurisdictional reciprocity, except for the courses required under BCLE Reg. 201:2
New Mexico

Approved for Self-Study Credits
3 General

Nevada

Pending CLE Approval
3 General

New York

Approved for CLE Credits
3.6 General

Our programs are CLE-eligible through New York’s Approved Jurisdiction Group “B”.
Ohio

Pending CLE Approval
3 General

Oklahoma

Pending CLE Approval
3.5 General

Oregon

Pending CLE Approval
3 General

Pennsylvania

Approved for Self-Study Credits
3 General

Rhode Island

Pending CLE Approval
3.5 General

South Carolina

Pending CLE Approval
3 General

South Dakota

No MCLE Required
3 CLE Hours

Tennessee

Approved for Self-Study Credits
3 General

Texas

Approved for CLE Credits
3 General

Utah

Pending CLE Approval
3 General

Virginia

Not Eligible
3 General Hours

Vermont

Approved for CLE Credits
3 General

Washington

Approved for CLE Credits
3 Law & Legal Hours

Wisconsin

Approved for Self-Study Credits
3 General

West Virginia

Pending CLE Approval
3.6 General

Wyoming

Pending CLE Approval
3 General

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