Asset Purchase Agreement — Review and Redline (Seller Side)
A redline of the counterparty's Asset Purchase Agreement prepared for the seller, covering the document that buys the assets and leaves the unwanted liabilities behind, with the assumed-liability line drawn precisely.
You get a redline, an issues memo ranked by what it costs you, and alternative language for each problem. You receive a marked-up document plus a ranked issues memo that separates what must change from what is worth trading.
Frequently asked questions
The fee covers a full read of the counterparty's document against your position, a tracked-changes redline you can send back, and a ranked issues memo separating deal-breakers from trade material. It is fixed at this scope: one transaction, and excludes third-party diligence. 1 round of revisions are included. If your matter falls outside that scope we tell you before starting and quote the difference — we do not bill past a flat fee without agreeing it first.
2 to 3 weeks from a complete set of instructions, plus time for the 1 round of revisions included in the fee. If you are working to a court deadline or a closing date, tell us when you order and we will confirm in writing whether we can meet it before you commit.
$6,175 is $325/hour × 19 hours — the time this deliverable takes in an ordinary m&a matter, at the firm's standard rate. Because it is a flat fee, the risk of the work running long sits with the firm: you pay $6,175 whether it takes us the estimate or twice it.
Third-party costs are never inside a flat fee and are passed through at cost, never marked up: court and agency filing fees, court reporter and transcript charges, expert witness fees, search vendor and e-discovery hosting charges, process server fees, and travel.
The business terms you have agreed so far, the counterparty and which side of the deal you are on, any existing draft, term sheet, or prior agreement, and your risk tolerance on the provisions that matter most to you. Send what you have — if something is missing we will tell you what else we need before the turnaround clock starts.
Clients also order
Other M&A work MC Law prepares on a flat fee.
Asset Purchase Agreement — Review and Redline (Buyer Side)
A buyer-side markup of an Asset Purchase Agreement you have been handed, the agreement that buys the assets and leaves the unwanted liabilities behind, with the assumed-liability line drawn precisely.
Asset Purchase Agreement (Short Form)
A streamlined Asset Purchase Agreement that buys the assets and leaves the unwanted liabilities behind, with the assumed-liability line drawn precisely, focused on the terms that carry the risk.
Earnout Agreement and Post-Closing Metrics (Long Form)
A long-form Earnout Agreement and Post-Closing Metrics that ties part of the price to future performance, defining the metric and the seller's protections against manipulation, built for a high-value or heavily negotiated transaction.
Post-Closing Integration and Consent Assignment Package (Long Form)
A comprehensive Post-Closing Integration and Consent Assignment Package that collects the third-party consents and assignments that a change of control quietly triggers across the contract base, with the full set of protective provisions a significant deal deserves.
Rollover Equity and Management Incentive Documentation (Long Form)
A long-form Rollover Equity and Management Incentive Documentation that keeps management invested after a sale, with the rollover mechanics and incentive terms aligned to the buyer's plan, built for a high-value or heavily negotiated transaction.