Asset Purchase Transactions: Negotiating the Acquisition or Sale of a Business Using an Asset Purchase Agreement (Online Seminar)

MCLE Credits: 3.0
Ethics Credits Included: 0.0

MCLE Credit: 3.0 (Ethics: 0.0)
Live-Interactive Credit: 0.0
Price: $180 (Includes a downloadable audio version.)
Viewable Through: 9/30/2019


A pre-recorded streaming video replay from the October 2016 webcast, Asset Purchase Transactions: Negotiating the Acquisition or Sale of a Business Using an Asset Purchase Agreement .

Why Attend?

Do you have clients looking to buy or sell a business? Learn the basics and more of acquiring or selling a business by using an asset purchase agreement.

  • Get an overview of and rationale for the architecture of an asset purchase agreement, including major tax aspects
  • Review a typical timeline of an asset purchase transaction, from initial discussions of the deal through a simulated negotiation between counsel for buyer and seller
  • Learn the role that an investment banker may play in larger transactions

This lively, 3-hour course will cover the mechanics and strategies of negotiating the purchase and sale of a business by means of an asset purchase agreement, and include a discussion of some of the major tax aspects. The program will begin with the background facts of a hypothetical transaction, with discussion about the buyer’s and seller’s differing objectives and their strategies for achieving them. The remainder of the program will consist of a simulated negotiation between counsel for buyer and seller. The program will also demonstrate the important role an investment banker can have in connection with this type of transaction.

Topics to be covered include:

  • Transaction Timeline
  • Engaging an Investment Banker or Business Broker
  • Letter of Intent
  • Included and Excluded Assets
  • Assumed and Excluded Liabilities
  • Representations and Warranties
  • Purchase Price Adjustments
  • Earnouts/Contingent Consideration
  • Deferred Consideration
  • Post-closing Covenants
  • Conditions to Closing
  • Indemnification




Joel M. Birken,
ReesBroome, PC / Tysons

Joel Birken is a founding shareholder in the Tysons law firm of Rees Broome, P.C., where he specializes in merger and acquisition transactions, corporate and general business, employment, and technology law. He earned his bachelor’s and law degrees from The George Washington University. Mr. Birken is a member of the American Bar Association and the Fairfax Bar Association, a member of the Virginia State Bar and a former chair of its Standing Committee on Lawyer Discipline, and a fellow of the Virginia Law Foundation.

David J. Charles, ReesBroome, PC / Tysons

David Charles counsels clients on corporate, securities, finance, and transactional matters, including mergers and acquisitions for public and private companies operating in a variety of industries, such as energy, defense, health care, e-commerce, information-technology products and services, financial services, and consulting services. He counsels clients of public and private entities involving complex business issues, including the alignment of corporate strategy to accomplish corporate goals. He has substantial experience with structuring complex transactions, negotiating financial and legal deal terms, and drafting definitive documentation.  He has advised clients on more than 100 M&A transactions. Prior to joining Rees Broome, as a shareholder, Mr. Charles was a partner with the international law firm Pillsbury Winthrop Shaw Pittman and General Counsel and Vice President of Business Development for think XML, Inc.   In that capacity, he provided general legal and business advice to a 50-person, private software company.

Matt Whitaker, Clear Rock M&A Advisory Services / Alexandria

Matt Whitaker is a Director with Clear Rock Advisors, an M&A Advisory firm focused on the lower middle market and offering sell-side, buy-side, and valuation services.  His practice is concentrated in the government contracting sector, where his clients have included companies serving Defense, Intelligence, and Civilian Agencies of the federal government.  Mr. Whitaker has also recently worked on deals in the Health Care, EdTech, and Sports Tech industries. Previously, he was the COO of iFinance, Business Manager at Capital One, a Manager at AT Kearney Management Consultants and a production manager at a Procter and Gamble manufacturing facility.  Mr. Whitaker started his career by serving four years as an officer in the U.S. Navy, primarily as Gunnery Officer on USS Comte de Grasse (DD 974).  He graduated from the University of Pennsylvania with a BSE in Mechanical Engineering and from the University of Chicago’s Booth School of Business with an MBA with High Honors.

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