Manage Asset Purchase Agreement

Aug 6th, 2022
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How to Manage Asset Purchase Agreement

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In this webinar, Sameer Shah, a partner at Catharine's Corporate M&A Group, welcomes participants to the second session of the M&A Academy program. This initiative aims to provide corporate executives, in-house legal teams, and others with foundational legal knowledge about M&A issues and processes. Following a successful first webinar in March, which attracted hundreds of attendees and thousands of views, the program continues to gain traction. The firm emphasizes the significance of M&A, having over 60 partners specializing in this area, in response to India's rapid growth in M&A transactions. Links to the previous webinar and upcoming programs will be shared in the video’s captions and comments.

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An asset purchase agreement, also known as an asset sale agreement, business purchase agreement, or APA, is a written legal instrument that formalizes the purchase of a business or docHub business asset. It details the structure of the deal, price, limitations, and warranties.
What is an asset purchase agreement? An asset purchase agreement is an agreement between a buyer and a seller to purchase property, like business assets or real property, either on their own or as part of a merger-acquisition.
Typically in an asset purchase, the company itself will be selling the assets, whereas, in a share sale, the individual shareholders will be the sellers. A buyer will normally prefer to buy the assets of a business, while the seller will prefer to sell the shares.
When the shares of a company are bought/sold, the PSA is a share purchase agreement (SPA). When only the assets of a company are bought/sold, then the PSA is an asset purchase agreement (APA).
An asset purchase involves the purchase of the selling companys assets -- including facilities, vehicles, equipment, and stock or inventory. A stock purchase involves the purchase of the selling companys stock only.
As the seller may own several businesses the accounts of the parent company may differ from the accounts that are required for the asset purchase agreement. As such the seller will have to prepare a set of accounts relating to the assets set to be purchased.
Drafting an asset purchase agreement comes with costs, since it requires the time of a trained lawyer to complete the project. ContractsCounsels marketplace data shows the average asset purchase agreement drafting costs to be $883.92 across all states and industries.
The biggest difference is that an SPA is the sale of all shares, and an APA is the sale of selected assets.

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