asset acquisitions - Jackson Walker LLP

ASSET ACQUISITIONS: A ROADMAP TO GETTINGWHAT YOUR CLIENT WANTSI. INTRODUCTIONByByron F. Egan, Dallas, TX *Jon T. Hirschoff, New Haven, CTH. Lawrence Tafe, Boston, MAAS A BASIS FOR THE BULK OF THE MATERIALS INCLUDED HEREIN, THEAUTHORS HAVE UTILIZED PORTIONS OF A DRAFT OF THE MODEL ASSETPURCHASE AGREEMENT WITH COMMENTARY PREPARED BY THE ASSETACQUISITION AGREEMENT TASK FORCE OF THE NEGOTIATED ACQUISITIONSCOMMITTEE OF THE AMERICAN BAR ASSOCIATION, TOGETHER WITH CERTAINOTHER MATERIALS PREPARED FOR COMMITTEE PROGRAMS. THE MODELASSET PURCHASE AGREEMENT, AS FIRST PUBLISHED IN MAY 2001 BY THEAMERICAN BAR ASSOCIATION, DIFFERS IN A NUMBER OF RESPECTS FROM THEDRAFT ON WHICH THESE MATERIALS WAS BASED. THE AUTHORS EXPRESSAPPRECIATION TO THE MANY MEMBERS OF THE TASK FORCE WHOSECONTRIBUTIONS HAVE MADE THESE MATERIALS POSSIBLE. THESEMATERIALS, HOWEVER, ARE SOLELY THE RESPONSIBILITY OF THE AUTHORSAND HAVE NOT BEEN REVIEWED OR APPROVED BY EITHER THE NEGOTIATEDACQUISITIONS COMMITTEE OR ITS ASSET ACQUISITION AGREEMENT TASKFORCE.Negotiated acquisitions of businesses, including the purchase of a division or a subsidiary,involve common issues and revolve around a purchase agreement between the buyer and the sellingentity and sometimes its owners. The materials which follow are intended to illustrate the steps andbackground involved in the negotiation of an Asset Purchase Agreement and include:(A)An overview of the three basic forms of business acquisitions:(i)(ii)(iii)Statutory business combinations (e.g., mergers, consolidations and shareexchanges);Stock purchases; andAsset purchases.*Messrs. Egan and Tafe are Co-Chairs, and Mr. Hirschoff is a member, of the Asset Acquisition Agreement TaskForce of the ABA Business Law Section’s Negotiated Acquisitions Committee.3148166v1- 1 -