Drafting Stock Purchase Agreements: Price, Reps, Warranties, Indemnification, Tax and Securities Law Issues

Note: CPE credit is not offered on this program

A live 90-minute premium CLE video webinar with interactive Q&A

Wednesday, February 2, 2022

1:00pm-2:30pm EST, 10:00am-11:30am PST

Early Registration Discount Deadline, Friday, January 14, 2022

or call 1-800-926-7926

This CLE course will guide counsel through drafting and negotiating stock purchase agreements. The panel will discuss legal considerations when negotiating the purchase price, representations, warranties, indemnification, and other vital provisions. The panel will also outline representations and warranty insurance considerations, the use of shareholder representatives, and potential securities law pitfalls for counsel negotiating stock purchase agreements.


Counsel for buyers and sellers negotiating and structuring stock acquisitions must strategically draft and negotiate the purchase agreement to ensure their clients' respective rights are protected before and after the deal closes.

Negotiating and drafting provisions that delineate purchase price and earnouts, representations, warranties, indemnification, and other key provisions are critical to minimizing the likelihood of disputes down the road. Counsel must also consider the use of representations and warranty insurance in certain deals and its impact on the stock purchase agreement and potential securities law compliance concerns that arise in-stock purchase transactions.

Listen as our panel of deal attorneys reviews the latest legal developments related to stock purchase agreements; discusses strategies for sellers and buyers negotiating the purchase price and earnouts, representations, warranties, indemnification, and other key provisions in the contracts; examines the use of representations and warranty insurance; and highlights securities law considerations for counsel.



  1. Key provisions in stock purchase agreements
    1. Purchase price and earnouts
    2. Representations and warranties
    3. Indemnification
    4. Other key provisions
  2. Representations and Warranty Insurance
  3. Use of Shareholder Representatives
  4. Sandbagging
  5. Anticipating and avoiding common drafting and enforcement issues
  6. Securities law issues


The panel will review these and other essential questions:

  • What issues unique to stock purchase agreements should deal counsel take into consideration when contemplating the contracts?
  • What are the key provisions to include and pitfalls to avoid when drafting the stock purchase agreement?
  • What is the role of representations and warranty insurance, and how can it affect the stock purchase agreement?
  • What are the most commonly disputed issues in stock purchase agreement negotiations, and what are effective strategies for resolving them?
  • What are the securities law considerations for counsel when structuring stock acquisitions?


Jacobs, Neal
Neal A. Jacobs

Managing Attorney and Principal
Jacobs Law Group

Mr. Jacobs' practice is focused on complex corporate, business and litigation matters. He devotes particular...  |  Read More

Cole, Matthew
Matthew A. Cole

Jacobs Law Group

Mr. Cole's practice focuses on corporate, securities, and commercial real estate law. He has served for nearly...  |  Read More

Attend on February 2

Early Discount (through 01/14/22)

Cannot Attend February 2?

Early Discount (through 01/14/22)

You may pre-order a recording to listen at your convenience. Recordings are available 48 hours after the webinar. Strafford will process CLE credit for one person on each recording. All formats include course handouts.

To find out which recorded format will provide the best CLE option, select your state:

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