When a seller has negotiating power over a potential buyer, the seller may capitalize on that advantage and use its leverage to serve up a short form stock purchase agreement. Buyers typically have the first crack at drafting a purchase agreement, but if the buyer is desperate to do the deal, the seller can propose a “take it or leave it” short form agreement with limited representations and warranties, pro-seller limitations on indemnification obligations, and an accelerated simultaneous sign and close timetable. Check out this pro-seller short form stock purchase agreement governed by Delaware law.    

READ NOW »

Related Content

• Stock Purchase Transactions Training Presentation
  Customize this training presentation to introduce your client, less experienced practitioners, or practitioners in other practice areas to the basics of stock purchase and sale transactions.

• Asset Purchase, Stock Purchase, and Merger Structures: Benefits and Drawbacks
  Appreciate the key distinctions among the three deal types before making deal structure recommendations to your client.

• Acquisition of All Outstanding Stock of Private C Corporation Tax Checklist
  Avoid last minute tax issues in a private stock acquisition by reviewing the guidance in this checklist and drafting client-friendly tax provisions.

• Stock Purchase Agreement (Pro-Seller) (DE)
  Review this long form template and its comprehensive drafting notes to weigh the pros and cons of drafting a pro-seller short form stock purchase agreement.

• Stock Acquisitions Resource Kit
  Browse practice notes, clauses, templates, and checklists before diving into your next stock acquisition.

Practical Guidance Updates 
Featuring the latest updates from your Practical Guidance account.   

• The Practical Guidance Journal Summer 2022 Edition features ransomware issues in the healthcare industry, cybersecurity and data protection in real estate, and oil and gas market trends.
• Check out the new Practical Guidance Author Center! Learn about the 1500+ leading attorney authors contributing to our 21 practice areas, and find out how you can Become a Practical Guidance Author.
• Legal Developments provide the latest updates and analyses of emerging topics impacting your practice area. Visit the Legal Developments page to see the latest topics, which also include breaking legal news and related Practical Guidance content.
• Share fundamental guidance with your firm’s summer associates to help them sharpen their research and writing skills, get the inside scoop on summer associate survival, and hit the ground running in M&A. Review the resources in the Summer Associate Resource Kit: Corporate and M&A.
• Document alerts allow you to stay current on legal developments that affect your practice. Find out how to set up your document alerts.
• Click here to review the robust collection of more than 150+ data points from publicly filed transactions available in Market Standards M&A.

Experience results today with practical guidance, legal research, and data-driven insights—all in one place.

Experience Lexis+