Resolutions of Board of Buyer
(Asset Purchase)

Summary

These clauses provide for board authorization of an asset purchase and can be inserted into the minutes of the meeting at which the board approves the transaction or a written consent of the directors. These clauses include practical guidance and drafting notes. Board approval is generally required for a corporation to acquire a third party's business through an asset purchase (e.g., where the purchase involves all or substantially all of the third party's assets). The resolutions authorizing an asset purchase should describe the underlying reason for the resolutions and establish the legal basis for the authorized action (e.g., the board has determined that the actions are in the best interest of the corporation). In addition to authorizing the purchase, the resolutions should also approve the transaction documents and specifically authorize and direct the corporation's officers to take all actions needed to effectuate the asset purchase. These clauses assume that the term "the Corporation" has already been defined; if not, it should be defined as follows where first used: [name of buyer], a[n] [state of incorporation] corporation (the "Corporation"). For a full listing of related asset acquisition content, see Asset Acquisition Resource Kit. For further discussion of the approvals required in an asset purchase, see Deal Documents and Approvals in M&A Deals.