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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


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. 

Level: Basic-Intermediate

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

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

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

Success Stories

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Interested in this Class?

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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