Drafting and Negotiating Stock Purchase Agreements
This class has participants explore the differences between a stock purchase and an asset purchase, with particular focus on operative provisions and representations and warranties. The instructor will use an actual stock purchase agreement to exemplify key provisions and drafting considerations, highlighting differences with asset purchases where significant. Participants will practice drafting and negotiating various provisions clearly and precisely, taking into account buyer and seller concerns. Practice tips for redlining and commenting on drafts will also be discussed in context. While certain provisions will be discussed in more detail, the aim of this Class is to give the participant a broad understanding of the transaction document as a whole so that he or she feels comfortable reviewing, drafting, and negotiating this type of document.
Negotiate and draft a stock agreement like a veteran. You'll learn the differences between an SPA and APA, the key provisions (e.g., operative provisions and reps & warranties) and common drafting techniques. Then practice what you learned by converting a seller-friendly APA to a buyer-friendly SPA.
This class is suitable for attorneys at any level who have a general interest in M&A with some exposure to basic corporate transactions. A general understanding of contract basics and/or prior completion of AltaClaro’s Essentials of Contract Drafting is helpful but not required.
**It is recommended that participants complete AltaClaro’s Overview of M&A Transactions and Drafting & Negotiating Asset Purchase Agreements (or otherwise have some basic exposure to M&A transactions as a junior attorney) prior to taking this course.
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.
2 CLE Credits is available for each course.
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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