Drafting Stock Purchase Agreements: Price, Reps, Warranties, Indemnification, Tax and Securities Law Issues
Note: CPE credit is not offered on this program
Recording of a 90-minute premium CLE video webinar with Q&A
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.
Outline
- Key provisions in stock purchase agreements
- Purchase price and earnouts
- Representations and warranties
- Indemnification
- Other key provisions
- Representations and Warranty Insurance
- Use of Shareholder Representatives
- Sandbagging
- Anticipating and avoiding common drafting and enforcement issues
- Securities law issues
Benefits
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?
Faculty
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
Attorney
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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