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Structuring a Stock Acquisition: Due Diligence, Key Deal Terms, Shareholder Consent, and Other Hurdles

Pros and Cons of Stock vs. Asset Acquisitions and Other Key Issues

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

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Wednesday, June 3, 2020

Recorded event now available

or call 1-800-926-7926

This CLE course will examine the structuring of stock acquisitions from both the buyer and target company perspective. The panel will discuss the advantages of stock vs. asset acquisitions and some key due diligence issues presented in acquiring all the assets and accompanying liabilities of a company. The panel will also discuss shareholder and other consents and critical deal terms to address in the stock purchase agreement.


A stock acquisition is different from an asset acquisition where the buyer only acquires the assets and liabilities that it agrees to acquire. Stock acquisitions are generally simpler than asset acquisitions but may become cumbersome due to hold-outs, lengthy negotiations, and other complications with target shareholders.

Listen as our authoritative panel discusses key issues counsel must consider in structuring and documenting a stock acquisition.



  1. Stock vs. asset acquisition: deciding on the best approach
  2. Auction vs. private sale: buyer and seller concerns
  3. Due diligence in a stock vs. asset acquisition
  4. Stock purchase agreement: key terms


The panel will review these and other essential questions:

  • What are key risks to consider in a stock acquisition as opposed to an asset acquisition?
  • What are key pros and cons of a stock acquisition as opposed to an asset acquisition, from both a buyer and a seller perspective?
  • How should issues uncovered in the due diligence process be addressed in the stock purchase agreement?
  • What are some of the most heavily negotiated provisions in a stock purchase agreement?


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

Radtke, Keith
Keith P. Radtke

Faegre Drinker Biddle & Reath

Mr. Radtke specializ​es in mergers and acquisitions, private equity, commercial transactions and general corporate...  |  Read More

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