Drafting and Negotiating Stock Purchase Agreements
In this Master Class, participants explore the differences between a stock purchase and an asset purchase, with particular focus on operative provisions and representations and warranties. The instructor uses an actual stock purchase agreement (“SPA”) to exemplify key provisions and drafting considerations, and highlights contrasts with asset purchases where significant. Participants practice drafting and negotiating various provisions clearly and precisely, taking into account buyer and seller concerns. Practice tips for redlining and commenting on drafts are also discussed in context.
Upon completion of this Master Class, participants are able to:
- Identify and explain to a client the differences between an asset purchase and a stock purchase, including pros and cons
- Recognize pro-buyer and pro-seller language
- Draft and negotiate basic terms in an SPA
Participants are provided with a buyer-revised APA and asked to revise it based on precedent to make it more buyer-friendly and/or neutral and to convert it to SPA form. In performing the exercise, participants must consider the overall context of the proposed transaction, the relative bargaining power of the parties, and the underlying business issues.
Participants may earn up to 1 CLE credit in the State of California and New York (NY: Areas of Professional Practice; CA: General Credit). Credit is for transitional and non-transitional attorneys in NY. This class is appropriate for both newly admitted and experienced attorneys. Financial Aid may be available for qualifying participants.
The AltaClaro Difference
Effective Learning with ROI--Backed by Education Science
Step 1: Learn
Learn at your own pace, absorbing lessons in short, easily digested segments led by experienced practitioners.
Step 2: Do
Apply what you've learned to solve real-world client scenarios, using transaction documents derived from actual deals.
Step 3: Review
Deepen your learning in virtual review sessions with an experienced practitioner. Review model answers and ask questions.
Instructors Who Practice What They Teach
x-Bryan Cave Leighton Paisner
x-White & Case; x-Orrick
x-Baker McKenzie; x-White & Case
Global Head of Tech Transactions, Uber; x-Disney; x-O’Melveny; x-Weil Gotshal
Head of Experiential Learning, AltaClaro; x-Akin Gump; x-Clifford Chance
x-Sidley; x-Allen & Overy
x-Weil Gotshal; x-Cadwalader
x-Baker McKenzie, x-Morrison & Foerster
Partner, Waldrep Wall
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Our master classes are delivered in an experiential "bootcamp" framework. Students participate in small cohorts that go through the learning materials, assignments, and live review sessions together with experienced practitioner-instructors.
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