Asset Purchase Transaction Closing Checklist

Summary

This sample checklist is tailored to a bifurcated sign-and-close private asset sale transaction involving Delaware entities, in which the Company, as seller, will sell to buyer, and buyer will purchase from the Company, all or substantially all of the Company's assets. The items to be included in a closing checklist are dependent on the nature and timing of the transaction, so before preparing a closing checklist, consider the following variables: (i) structure of the transaction (i.e., formation of any new entities that will hold title to the assets), and (ii) timing of the signing and closing (i.e., simultaneous or bifurcated). In addition, the specific documents and items that may need to be included in a closing checklist will vary from deal to deal depending on a number of factors, including, but not limited to: (i) the nature of the business being acquired, (ii) issues discovered during diligence, (iii) simultaneous transactions (e.g., corporate restructuring or related financing), (iv) specific requirements of the applicable jurisdiction's acquisition statutes, and (v) the goals and needs of each of the parties involved in the transaction. Finally, the closing checklist is an extremely fluid document and should be updated daily to reflect the progress and status of the transaction at hand. Note that this checklist is not exhaustive of all of the items that may need to be included in a given transaction. Carefully review the operative transaction document in order to identify the necessary items to be included. While controlling the closing checklist may seem like a daunting and meticulous task at first, it is a great opportunity for a junior associate to become familiar with the universe of documents in an acquisition transaction.