Drafting Stock Purchase Agreements: Price, Reps, Warranties, Indemnification, Taxes, Securities Laws and More

Recording of a 90-minute premium CLE webinar with Q&A

Conducted on Thursday, February 4, 2016

Recorded event now available

or call 1-800-926-7926
Course Materials

This CLE course will provide guidance to deal counsel for drafting and negotiating stock purchase agreements. The panel will discuss legal considerations when negotiating purchase price, representations, warranties, indemnification and other key provisions. The panel will also outline tax issues 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 clearly delineate purchase price, representations, warranties, indemnification and other key provisions are critical to minimizing the likelihood of disputes down the road. Counsel must also take into account the tax consequences 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 purchase price, representations, warranties, indemnification and other key provisions in the agreements; and highlights tax and securities law considerations for counsel.



  1. Key provisions in stock purchase agreements
    1. Purchase price
    2. Representations and warranties
    3. Indemnification
    4. Other key provisions
  2. Securities law questions
  3. Tax law considerations
  4. Sandbagging
  5. Anticipating and avoiding common drafting and enforcement issues


The panel will review these and other key questions:

  • What issues unique to stock purchase agreements should deal counsel take into consideration when contemplating the agreements?
  • What are the key provisions to include and pitfalls to avoid when drafting the stock purchase agreement?
  • What tax law and securities law considerations should counsel consider when structuring stock acquisitions?
  • What are the most commonly disputed issues in stock purchase agreement negotiations and what are some effective strategies for resolving them?


Sparkman, Allen
Allen Sparkman

Sparkman & Foote

Mr. Sparkman practices in the areas of business, tax, securities, professional responsibility, and philanthropic...  |  Read More

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

Matthew A. Cole
Matthew A. Cole

Corporate Department Chair
Jacobs Law Group

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

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