Business Attorneys in Daytona Beach, FL and Berks County, PA Offering Assistance With Drafting and Reviewing Asset Purchase Agreements
When purchasing or selling a company’s assets, it is standard to enter into a legally binding agreement known as an asset purchase agreement or APA, which is used to outline the terms and conditions of the sale. An APA may cover a transaction for just one asset or all of a company’s assets. Asset purchase agreements are frequently used in conjunction with other contracts, such as a stock purchase agreement or SPA.
Selling your business (or its assets) can be a challenge; the same goes for buying assets too, so it is important that you have an experienced business lawyer who can work with you to protect your interests, while ensuring that your transaction goes smoothly and without any unexpected roadblocks.
The experienced business attorneys at the law offices of Sandman & Lankford, PLLC are available to help both buyers and sellers in Daytona Beach, FL and Berks County, PA with the process of drafting asset purchase agreements and carefully reviewing the terms of an APA before you sign.
Business attorneys Lori J. Sandman and Melody Lankford have many years of legal experience among various industries in Daytona Beach, FL and Berks County, PA. Our legal team is available to help with many different case types including, business transactions and business sales, patenting, copyright infringement and licensing, trade secrets and unfair competition, non-disclosure agreements, business contracts, negotiation, arbitration, and litigation.
Contact the Central Florida business lawyers of Sandman & Lankford, PLLC, to discuss your case in a fully confidential consultation. Call 386-206-2898.
Common Questions Concerning Asset Purchase Agreements (APAs)
An asset purchase agreement is multi-faceted, addressing a number of different issues related to the purchase and sale of business assets. Some APAs can be quite lengthy and complex, so it is understandable that you may have lots of questions and concerns. Here’s a look at some of the most common queries that we address on this topic.
What is an Asset Purchase Agreement? What is Included?
An asset purchase agreement or APA is a legally binding document that outlines the terms and conditions of the purchase and sale of some or all of a company’s assets. Some APAs may include just certain assets, while others may include most or all of a company’s assets.
Assets can be many and varied, from real estate, vehicles, furniture, stock or inventory and equipment, to less tangible assets like the rights to intellectual property, trade secrets, a client database or a business name and brand.
An Asset Purchase Agreement’s provisions may include:
- a detailed, itemized description of what assets are being purchased (and in some cases, what assets are being omitted from the transaction);
- the purchase price;
- proof of the buyer’s authority to make the purchase and proof of the seller’s authority to authorize the sale;
- terms surrounding any encumbrances or liens on the assets; and
- conditions for the closing.
Notably, an asset purchase agreement is different from a stock purchase agreement (SPA) or a merger agreement. A stock purchase agreement refers to the company’s stock only and is only suitable for certain types of businesses, such as C-corporations or S-corporations.
In cases where there is a merger or acquisition taking place, the entire company, its assets and its liabilities are typically transferred, whereas it is possible to transfer only some of those assets using an APA. The APA also allows some flexibility in terms of the transfer of liabilities.
There are some specific instances where an APA may not be the best choice for a particular transaction. For example, in some cases, complications may arise surrounding transfer of control.
For these reasons, it is important that you consult an experienced business lawyer who can help you determine whether an APA is right for you and your unique situation.
Can’t I Use a Generic APA Online?
There are a number of websites that offer free generic, fill-in-the-blank asset purchase agreements (APAs) and while a generic agreement is sometimes better than no agreement at all, your protection may be extremely limited.
Legal documents must be extremely precise, non-ambiguous and detailed. APAs can be very complex and lengthy, plus each company’s assets are unique to some degree, so a high degree of customization is often required. For this reason, it is strongly recommended that you hire an attorney to draft an APA or review an APA that you are being asked to sign. There is a lot of money at stake and a serious potential for loss if the transaction goes awry, so it is wise to consult one of our experienced business lawyers to ensure that your interests are protected.
Our Business Lawyers Will Help With the Sale of Company Assets
The purchase and sale of a company’s assets can be a complex transaction, so it is important that you have a detailed, well-written asset purchase agreement in place to protect all involved parties. You should never sign this type of legal document without first consulting an attorney whom you have hired to review the APA. It is important to remember that the other party’s attorney is looking out for their client’s interests – not yours.
Our team of Central Florida business lawyers is prepared to draft an APA for the purchase and sale of your company assets or we can review a document prior to signing so you can proceed with the transaction in full confidence.
The law offices of Sandman & Lankford, PLLC was founded by Attorneys Lori J. Sandman and Melody Lankford, two very experienced intellectual property and business attorneys who serve clients throughout Daytona Beach, FL and Berks County, PA. Our legal team can assist with a broad range of tasks, including contracts and agreements (including APAs, non-disclosure agreements, and non-compete agreements), in addition to assisting with employee contracts, copyrighting and patenting, trade secrets, unfair competition and beyond.
So, if you need help with a business matter or intellectual property issue, contact our business attorneys today to arrange a confidential consultation session.
Call the law offices of Sandman & Lankford, PLLC at 386-206-2898.