Drafting Stock Purchase Agreements: Price, Reps, Warranties, Indemnification, Taxes, Securities Laws and More
Recording of a 90-minute premium CLE webinar with Q&A
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.
Outline
- Key provisions in stock purchase agreements
- Purchase price
- Representations and warranties
- Indemnification
- Other key provisions
- Securities law questions
- Tax law considerations
- Sandbagging
- Anticipating and avoiding common drafting and enforcement issues
Benefits
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?
Faculty
Allen Sparkman
Partner
Sparkman & Foote
Mr. Sparkman practices in the areas of business, tax, securities, professional responsibility, and philanthropic... | Read More
Mr. Sparkman practices in the areas of business, tax, securities, professional responsibility, and philanthropic planning matters. He speaks regularly on entity selection, series LLCs, equity compensation, governance, ethics, and philanthropic planning topics. He is the author of numerous articles, including most recently “Series LLCs in Interstate Commerce” and “Tax Aspects of Series LLCs,” Business Law Today (February 2013).
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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
Mr. Jacobs' practice is focused on complex corporate, business and litigation matters. He devotes particular attention to privately held companies and their shareholder and member relations. He focuses on complex corporate matters involving the interplay of the rights and obligations of management and the various classes of equity holders and lenders. He has built a reputation in the area of business divorce and is a frequent lecturer on the topic.
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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
Mr. Cole's practice focuses on corporate, securities, and commercial real estate law. He has served for nearly 20 years as securities counsel to a well-known New York Stock Exchange-listed company. He handles a wide variety of transactions and matters, including public equity and debt offerings for New York Stock Exchange-listed companies; stock exchange regulatory compliance; Sarbanes-Oxley; Dodd-Frank and other corporate governance counseling; proxy contests; shareholder proposals; PIPEs transactions representing issuers and investors; venture capital and other private placements for issuers and investors; mergers and acquisitions involving public and private companies; formation of partnerships, limited liability companies and joint ventures; commercial real estate leasing and the purchase, sale and financing of commercial real estate.
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