Asset Acquisition Checklist

by Practical Law Corporate & Securities

This Checklist outlines the essential steps involved in an asset acquisition of a private company, covering structural and process considerations, preliminary agreements, due diligence, drafting and negotiating the asset purchase agreement, and pre-closing, closing, and post-closing activities. This Checklist details key questions impacting due diligence, negotiation of agreements, purchase price, and transaction processes. It also addresses considerations such as auction versus single buyer transactions, taxable versus tax-free structures, and financing methods. Preliminary agreements, including term sheets, confidentiality agreements, and exclusivity agreements, are discussed along with due diligence activities to confirm asset value and uncover potential liabilities. The Checklist further delves into drafting considerations for the asset purchase agreement, including representations and warranties, closing conditions, covenants, termination rights, indemnification, and miscellaneous provisions. Post-closing tasks and the use of ancillary agreements like escrow, license, and transition services agreements are also covered. This resource serves as a comprehensive guide for legal professionals navigating private company asset acquisitions, ensuring thorough preparation and execution throughout the transaction process.