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.
“After these courses, you could come into a firm on day one, start diving into the documents, and provide meaningful input to the deal team. While [other courses] focus on the theoretical or updates in the law, this focuses on the practical and gives you a toolkit to jump-start or refresh your practice.”
- Associate, Sidley Austin
Drafting & Negotiating Stock Purchase Agreements
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.
“After these courses, you could come into a firm on day one, start diving into the documents, and provide meaningful input to the deal team. While [other courses] focus on the theoretical or updates in the law, this focuses on the practical and gives you a toolkit to jump-start or refresh your practice.”
- Associate, Sidley Austin
Upon completion of this Master Class, participants are able to:
Training courses that are made for the transactional associate looking to increase their skill level
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
Training courses that are made for the transactional associate looking to increase their skill level
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
The AltaClaro Difference
Effective Learning with ROI--Backed by Education Science
The AltaClaro Difference
Effective Learning with ROI--Backed by Education Science
Learn
Learn at your own pace, absorbing lessons in short, easily digested segments led by experienced practitioners.
Do
Apply what you've learned to solve real-world client scenarios, using transaction documents derived from actual deals.
Review
Deepen your learning in virtual review sessions with an experienced practitioner. Review model answers and ask questions.
Class Content Overview
Class Content Overview
Level: Basic-Intermediate
Level: Basic-Foundational
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.
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.
Course Details
What you will learn
- Write in a clear and concise way
- Blackline documents
- Interpret editing comments
- Coordinate signature pages
- Avoid common pitfalls in corporate drafting
What you will get
2 CLE Credits is available for each course
Description
This class addresses the basics of corporate drafting, using a commercial contract as an example. The instructor will focus on technical skills and concepts such as the basic structure of a contract, the interplay of representations and warranties, covenants, and conditions, and drafting and negotiating boilerplate language.
Simulation Exercise
Participants will be asked to review and propose revisions to a contract based on a set of facts relating to our hypothetical client’s goals and concerns. During the live review session of the course, participants will review the model answer and receive feedback on the substance of the drafting as well as practical tips for clear and concise drafting.
What you will get
2 CLE Credits are available for each course
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.
Our Trusted Network of the World’s Leading Law Firms
Our Trusted Network of the World’s Leading Law Firms
Our Trusted Network of the World’s Leading Law Firms
Praise for Our Legal Instructors
Praise for Our Legal Instructors
“Doug was very engaging, which was helpful and kept the review session moving.”
“John had deep subject matter insight. It was an excellent class.”
“Hellen did a fantastic job at meeting us at our experience level ...great war stories and practical tips.”
“I really enjoyed this live session. The instructor did a great job: he seemed both well-prepared and he was genuinely engaging.”
“Mick didn't just walk through the corrections but the thought process behind each change and how it would effect/protect the client.”
“The instructor was great and had a lot of great insights to share.”
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.
Interested in this Class?
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