Job Description
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) --- 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 --- Timeline • Initial redline requested within 3-4 business days • Faster turnaround preferred (please confirm availability) --- 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. --- Fee Structure Please propose a flat fee for APA review and redlining (hourly considered if justified). --- Tone & Expectations We value practical, deal-focused attorneys who can flag risk, improve terms, and move efficiently. Apply tot his job