Drafting and Negotiating Stock Purchase Agreements

Online Class material is 100% online, accessible by all standard web browsers. Use your desktop, laptop, tablet, or smartphone--your progress will by synced across all devices.
On-Demand The class is fully asynchronous. Do the work at your own pace, turn in your assignment when you're ready, and get instant feedback via model answers and video review sessions.
Interactive Learn with dynamic, interactive modules that keep you engaged in active learning using a variety of learning modes.
Experiential Includes practical assessments throughout the class, plus a capstone assignment where you apply your skills in the context of a real-world matter.

Class Content


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

Simulation Exercise

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.

CLE Credit

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

Success Stories

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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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