Florida Transaction - Standard Asset Purchase Agreement Experience

by a searcher from INSEAD

2 years ago

Hi Everyone
I'm working on a deal in Florida where the broker has proposed to use the standard Asset Purchase Agreement to kick off the transaction. It's a pretty standard document I've already seen with other brokers, but would like to engage a lawyer/advisor that is familiar with these for Florida and make sure I'm not over committing on anything too soon. 

If the DD goes well, the APA will likely need to be cancelled and a stock purchase agreement drafted, as some of the contracts in place cannot be assigned so I'll be looking to engage counsel for this phase as well. 

Please share your email if interested.

Thanks, Danny --@----.com

0 likes
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6 comments

searcher from University of Kentucky - Carol Martin Gatton College of Business and Economics

Agree. It should be a hard pass on using any "standard" asset purchase agreement for a bespoke business acquisition.

2 years ago | like reply | 1 like

professional from The Johns Hopkins University

In my experience, the broker agreements are not worth the paper that they are printed on and generally need reworking. It is also concerning that the broker is suggesting use of a "standard" APA when you believe that the deal will ultimately close as a stock purchase. Those are different transactions with different diligence. Im glad that it appears that you pushed back. If the purchase is worth a significant amount of $ to you, its worth spending some money on counsel to ensure handled properly - particularly given that good business counsel will be a resource post-closing. Best of luck!

2 years ago | like reply | 1 like

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