Strictly Business

A Business Law Blog for Entrepreneurs, Startups, Venture Capital, and the Private Fund Industry.

  • About the Authors
    • Alexander J. Davie
    • Casey W. Riggs
    • J. Chandler Waits
    • Jennifer Wilson
    • Taylor K. Wilkins
  • Categories
    • Effective Attorney-Client Relationships
    • General Business Law
    • Intellectual Property
    • Mergers & Acquisitions
    • Private Equity and Hedge Funds
    • Startups and Venture Capital
    • Technology
  • Guides
    • Exempt Reporting Adviser Filing Requirements
    • State Investment Adviser Registration

Asset Purchase Agreement Archives

Legal Considerations for Selling Your Emerging Growth Company Part 6: Negotiating the Definitive Agreement

January 19, 2017 by Alexander J. Davie

person signing definitive agreementWe are almost at the end of our 7-part series on selling an emerging growth company, and we have reached the stage of drafting and negotiating the definitive agreement. When we talk about the “definitive agreement” in the context of a sale of an emerging growth company, this usually refers to an asset purchase or stock purchase agreement as part of an acquisition, but when there is a true merger of the acquirer and target, the definitive agreement will be the merger agreement. The actual drafting and negotiating done by your attorney and your acquirer’s attorneys may not be all that exciting, but, for you, the owner of the target (which I’ll refer to in this post as the seller), this means you are hopefully well on your way to a successful closing. [Read more…]

Share this:

  • Twitter
  • LinkedIn

Filed Under: Mergers & Acquisitions, Startups and Venture Capital Tagged With: Asset Purchase Agreement, Indemnification, M&A, Purchase Agreement, Representations and Warranties, Stock Purchase Agreement

Selling Your Business – Practical Tips for Sellers – Part 8: Pre-Closing Covenants and Conditions

April 4, 2013 by Casey W. Riggs

This is part eight of our series discussing the sale of a business from the seller’s perspective.  We’ve covered deal structure issues, seller financing, earn-outs, letters of intent, due diligence, and the first two sections of the purchase agreement dealing with (i) major business points and (ii) representations, warranties, and disclosure schedules.  In this post, we’ll discuss the portion of the purchase agreement dealing with the period after the signing date and up until the closing. [Read more…]

Share this:

  • Twitter
  • LinkedIn

Filed Under: Mergers & Acquisitions Tagged With: Acquisition, Asset Purchase, Asset Purchase Agreement, Asset Sale, Conditions, Covenants, M&A, Stock Purchase, Stock Purchase Agreement, Stock Sale

Selling Your Business – Practical Tips for Sellers – Part 7: Representations, Warranties, and Disclosure Schedules

March 21, 2013 by Casey W. Riggs

This is part seven of our series discussing the sale of a business from the seller’s perspective. We’ve covered deal structure issues, seller financing, earn-outs, letters of intent, due diligence, and the first section of the purchase agreement dealing with major business points. In this post, we’ll discuss the seller’s representations and warranties and the related disclosure schedules to the purchase agreement. Lawyers frequently debate the subtle and esoteric differences between “representations” and “warranties”, but for our purposes, in this post, they are basically statements that the parties make about themselves and their businesses, and we’ll refer to them simply as “representations”. [Read more…]

Share this:

  • Twitter
  • LinkedIn

Filed Under: Mergers & Acquisitions Tagged With: Acquisition, Asset Purchase, Asset Purchase Agreement, Asset Sale, Disclosure Schedule, Indemnification, M&A, Representations and Warranties, Stock Purchase, Stock Purchase Agreement, Stock Sale

Selling Your Business – Practical Tips for Sellers – Part 6: The Purchase Agreement

March 12, 2013 by Casey W. Riggs

This is part six of our series discussing the sale of a business from the seller’s perspective.  We’ve covered deal structure issues, seller financing, earn-outs, letters of intent, and due diligence.  In this post, we’ll begin discussing the primary definitive deal document, the purchase agreement. [Read more…]

Share this:

  • Twitter
  • LinkedIn

Filed Under: Mergers & Acquisitions Tagged With: Acquisition, Asset Purchase, Asset Purchase Agreement, Asset Sale, M&A, Stock Purchase, Stock Purchase Agreement, Stock Sale

About the editor

Alexander Davie image
Strictly Business is a business law blog for entrepreneurs, startups, venture capital, and the private fund industry. Its editor is Alexander J. Davie, an attorney at Riggs Davie PLC based in Nashville, Tennessee. His practice focuses on corporate, securities, and business law. He works mainly with technology companies, including startups and emerging companies, and private equity, venture capital, and hedge funds.
Contact Alex

Connect

Riggs Davie PLC logo

Categories

  • Effective Attorney-Client Relationships
  • General Business Law
  • Intellectual Property
  • Mergers & Acquisitions
  • Private Equity and Hedge Funds
  • Startups and Venture Capital
  • Technology

Subscribe

    Sign up today to receive ongoing updates from Strictly Business.

    Copyright © 2011-20 - Alexander J. Davie
    Attorney Advertising | Privacy Policy