Asset Acquisitions Toolkit
Resources to assist company counsel in asset acquisitions.
In an asset acquisition, the buyer only acquires the assets and liabilities it identifies and agrees to acquire and assume, subject to any liabilities imposed on the buyer as a matter of law. The ability to pick and choose specific assets and liabilities provides the buyer with flexibility. The buyer does not waste money on unwanted assets and there is less risk of the buyer assuming unknown or undisclosed liabilities. However, this also makes asset acquisitions more complex because the buyer has to spend time identifying the assets and liabilities it wishes to acquire and assume.
Asset acquisitions generally require more formalities and documents than stock acquisitions and mergers because it requires a transfer of each asset and liability from the target company. For example, in an asset acquisition:
The seller needs to deliver bills of sale for the transfer of tangible assets.
The seller and the buyer need to deliver assignment and assumption agreements for the transfer of contracts.
The seller needs to execute and deliver filing deeds for the transfer of real property.
The seller and buyer need to comply with special legal requirements for the transfer of certain kinds of intellectual property.
More third-party consents are required because most contracts contain anti-assignment clauses.
This Toolkit contains continuously maintained standard documents, transaction guides and checklists to help counsel manage the transaction from preliminary planning through the negotiation of the asset purchase agreement and closing of the transaction. For a comprehensive list of other available resources on this topic, see Topic: Private M&A.