I am hiring a U.S.-licensed attorney only to review and redline an Asset Purchase Agreement (17 pages) for the sale of an operating business (seller-side).
This role is strictly for licensed attorneys with demonstrated M&A or asset sale experience. Proposals from non-attorneys, legal assistants, or contract reviewers will not be considered.
Buyer’s counsel has provided the initial draft. We need a qualified attorney to protect seller interests, revise risk allocation, and ensure the agreement aligns with market-standard M&A terms.
Scope of Work:
• Full legal review and redline of the Asset Purchase Agreement and schedules
• Identify and revise seller-unfavorable legal terms
Strengthen protections related to:
• Purchase price mechanics and adjustments
• Tax allocation and withholding provisions
• Representations, warranties, and survival limits
• Indemnification structure (caps, baskets, exclusions)
• Escrow and holdback provisions
• Closing conditions and post-closing obligations
• Restrictive covenants and transition terms
• Assignment, consents, and third-party approvals
• Provide brief legal rationale comments where needed (concise, not academic)
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Required Qualifications (Mandatory)
Applicants must:
• Be a licensed attorney in a U.S. state (active and in good standing)
• Have direct experience drafting or negotiating Asset Purchase Agreements
• Have completed prior M&A, business sale, or asset sale transactions
• Be comfortable representing seller-side clients
Proposals without proof of attorney licensure will be rejected.
Deliverables
• Redlined Asset Purchase Agreement (Track Changes in Word)
• Brief written summary of material risks and recommended positions
• Availability for limited follow-up or revision rounds if required
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Timeline
• Initial redline requested within 3-4 business days
• Faster turnaround preferred (please confirm availability)
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Application Instructions (Screening Required)
To be considered, include all of the following:
1. State(s) where you are licensed to practice law
2. Bar number or attorney profile link (publicly verifiable)
3. Number of Asset Purchase Agreements or M&A deals you have personally handled
4. A one-paragraph summary of your seller-side M&A experience
5. Confirmation that you personally (not a subcontractor) will perform the work
Applications missing any of the above will be ignored.
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Fee Structure
Please propose a flat fee for APA review and redlining (hourly considered if justified).
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Tone & Expectations
We value practical, deal-focused attorneys who can flag risk, improve terms, and move efficiently.
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