This course qualifies for 1.0 hour of Arizona CLE credit. Attorneys in other jurisdictions may be able to claim CLE credit for this program; however, participants are responsible for determining eligibility and compliance with their state bars.
Eligible for Arizona CLE credit
Certificate provided upon completion
Self-study
On-demand format
This program includes video instruction, written course materials, and a Certificate of Completion.
This on-demand CLE program provides practical legal strategies for attorneys advising clients on the sale or acquisition of a business. The course walks through the structure of a typical transaction—from early deal framing through closing—with a focus on the provisions that most often determine whether a deal succeeds or unravels.
Taught by Isabel Gram, Esq., a business transactions and M&A attorney with more than two decades of experience, the program focuses on the real-world negotiation issues attorneys encounter in asset purchase transactions, including:
Structuring and negotiating effective Letters of Intent (LOIs)
Key provisions in Asset Purchase Agreements (APAs)
Managing due diligence risk and disclosure schedules
Purchase Price mechanics, seller carrybacks and earnest money deposits
Negotiation strategies that protect your client and keep the deal moving
This program includes video instruction, written course materials, and a Certificate of Completion.
With evolving non-compete enforcement, heightened diligence expectations, and increasing transaction complexity, transactional attorneys must understand both deal structure and strategy.
Structure smarter deals
Protect your clients
Draft cleaner purchase agreements
Close with confidence
Isabel Gram, Esq is a business attorney with over 20 years of experience representing buyers and sellers in mergers and acquisitions and business sale transactions ranging from under $250,000 to $60 million.
She is the founder of Constant Counsel and regularly advises business owners, brokers, and transactional attorneys on structuring, negotiating, and closing complex deals.
Isabel is a frequent speaker on M&A and business sale strategy, presenting to professional associations, business broker groups, and continuing legal education audiences throughout Arizona.
2024 LexVid Best New Faculty Award
2025 Excellence in Legal Instruction Award
This program includes video instruction, written course materials, and a Certificate of Completion.
This course walks through the full lifecycle of a business sale, including:
Understanding M&A vs. traditional business sales
Pre-sale preparation and valuation considerations
Drafting and negotiating Letters of Intent (LOIs)
Asset Purchase Agreements (APAs) vs. Stock/Membership Interest Purchase Agreements (SPAs/MIPAs)
Structuring deferred payments (earnouts and seller carrybacks)
Legal, financial, commercial, and operational due diligence
Retaining key employees during a transition
Impact of recent non-compete developments on business sales
Key closing documents and post-closing adjustments
This Arizona CLE is ideal for:
Business and corporate attorneys
General Counsel
Lawyers expanding into M&A work
This is not a theoretical overview.
You will learn how business sales actually unfold in practice — including:
01. Where deals typically break down
02. How to structure a business acquisition
03. How deals are financed, including seller carrybacks and earnouts
04. Common deal pitfalls
05. Understanding closing mechanics
The content is drawn from over 20 years of experience representing buyers and sellers in transactions ranging from under $250,000 to $60 million.
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