Drafting closing resolutions for both buyer and seller in asset purchase transactions is time-consuming and detail-intensive. Attorneys must carefully review the APA, identify all ancillary documents, ensure proper authorization language, and customize resolutions for each party's corporate structure—all while maintaining consistency and avoiding errors that could delay closing.
Drafting closing resolutions for asset purchase transactions is time-consuming and requires meticulous attention to corporate governance requirements, entity-specific details, and transaction document coordination. Attorneys spend hours ensuring proper authorization language, comprehensive coverage of ancillary documents, and compliance with both internal governance rules and counterparty closing conditions. Manual drafting increases the risk of inconsistencies, omissions, or misalignment with the underlying transaction agreements.
CaseMark automates the creation of comprehensive buyer and seller closing resolutions tailored to your specific asset purchase transaction. Simply upload your Asset Purchase Agreement and entity information, and receive professionally drafted resolutions with proper recitals, authorization provisions, officer empowerment language, and execution mechanics. Our AI ensures consistency with transaction terms, appropriate governance structure, and complete coverage of all necessary authorizations.
This workflow is applicable across multiple practice areas and use cases
M&A transactions frequently require corporate resolutions authorizing stock purchases, mergers, and related transaction documents at closing.
Asset purchase resolutions are a core component of M&A closings, and the same authorization framework applies to stock purchases, mergers, and other M&A structures requiring board and shareholder approval.
Corporate governance attorneys regularly draft board resolutions and unanimous written consents to authorize significant corporate actions and transactions.
The workflow generates formal corporate authorization documents (board resolutions, unanimous consents) which are fundamental corporate governance tools used beyond just asset purchases for any significant corporate action.
PE and VC firms require corporate resolutions from portfolio companies and target entities to authorize acquisitions, divestitures, and platform company add-on transactions.
Private equity transactions heavily involve asset purchases and carve-outs requiring the same buyer and seller authorization resolutions, with PE firms frequently executing buy-and-build strategies through asset acquisitions.
General corporate attorneys need to prepare authorization resolutions for various corporate transactions including asset sales, purchases of equipment or real property, and other material business decisions.
Corporate resolutions authorizing transactions are a standard corporate law deliverable across many contexts beyond M&A, including routine asset acquisitions and dispositions that require board approval.
Buyer closing resolutions authorize the purchase of assets, execution of the Asset Purchase Agreement, payment of purchase price, and assumption of specified liabilities. Seller closing resolutions authorize the sale and transfer of assets, receipt of purchase price, and execution of bills of sale and assignment documents. Both follow similar structural formats but differ in the specific transaction actions being authorized based on each party's role.
Yes, the governing body differs by entity type. Corporations require board of directors resolutions (and sometimes shareholder approval for significant transactions). LLCs require member resolutions, manager resolutions, or both depending on whether the LLC is member-managed or manager-managed as specified in the operating agreement. CaseMark automatically adapts the resolution format based on your entity type and governance structure.
Closing resolutions should authorize all transaction-related documents including bills of sale, assignment and assumption agreements, transition services agreements, non-compete agreements, employment agreements, escrow agreements, legal opinions, certificates, and any other instruments required by the Asset Purchase Agreement. Rather than listing each document individually, comprehensive resolutions use broad authorization language that captures all closing deliverables while maintaining flexibility for documents added during the transaction process.
Yes, most state corporate and LLC statutes permit governing bodies to take action by unanimous written consent in lieu of holding a formal meeting, provided this method is allowed by the entity's organizational documents. Written consents are commonly used for closing resolutions because they can be executed quickly without the logistical challenges of convening a meeting. The resolutions should explicitly state they are being adopted by unanimous written consent and include execution provisions allowing counterpart signatures and electronic delivery.
Officer authorization should be sufficiently broad to empower officers to execute all transaction documents and take all actions necessary to consummate the transaction, while remaining appropriate for the transaction's size and complexity. Standard resolutions authorize officers to execute documents and take actions they deem necessary or advisable to effectuate the transaction, with execution itself constituting conclusive evidence of approval. For significant transactions, some entities may limit authorization to specifically named officers or require certain actions to receive additional approval.