Anatomy of an Asset Purchase Agreement

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Like the classic game Operation,® asset purchase transactions require parties to take great care in extracting just what they want. However, successful asset sales require quite a bit more than a pair of tweezers and steady hands. Among other things, they require a well-crafted Asset Purchase Agreement (APA). These agreements, at their most basic level, provide for the sale…

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Will you elaborate on the use of earnouts in M&A deals?

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This is a follow-up to an earlier post on earnouts in M&A deals. I’ve embedded below a detailed presentation on earnouts I prepared last year. It is intended to serve as a stand-alone document that does not require any verbal commentary. Topics include: An introduction to earnouts Determining whether to use an earnout How to measure…

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What are the main features of public company M&A?

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A few years ago, I gave a training webinar on public company M&A with my close friend Roger W. Bivans, a Partner with Baker & McKenzie in Dallas. This offers a fairly comprehensive treatment of the subject. However, it hasn’t been updated to reflect any changes in the law since its original publication date so be careful…

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Introduction to M&A Transaction Structure

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The determination of an optimal M&A transaction structure is a complex process driven by a number of considerations.* A thorough examination of the subject could fill a book. That said, below is a brief overview of the most common transaction structures—stock purchase, asset purchase, negotiated merger and two-step merger—along with some advantages and disadvantages of each.    …

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