Drafting Stock Purchase Agreements: Price, Reps, Warranties, Indemnification, Tax and Securities Law Issues
A live 90-minute premium CLE video webinar with interactive 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
Jon C. Hughes
Shareholder
Stevens & Lee
Mr. Hughes has a global practice advising public and privately held entities on a range of corporate governance issues... | Read More
Mr. Hughes has a global practice advising public and privately held entities on a range of corporate governance issues and business transactions, including securities offerings, corporate finance, mergers and acquisitions and financial services. Clients often rely on his counsel regarding debt and equity financings, acquisitions and divestitures and general corporate matters. He routinely counsels foreign clients on cross-border transactions. Mr. Hughes’ corporate practice includes significant experience with emerging companies and the particular investment and entrepreneurial needs that pervade the space. From institutional investors and early-stage companies to individual entrepreneurs, he has handled legal and business matters such as formation, private placements, debt and equity financing (including angel, venture capital and private equity rounds) and equity incentive plans. Jon has worked with local incubators and accelerators, as well as the Drexel University School of Law Business and Entrepreneurship Program and the University of Pennsylvania School of Law Entrepreneurship Legal Clinic. As a thought leader in his field, Mr. Hughes has written on trends in private equity and venture capital and has lectured on similar topics. He also serves as an adjunct professor at the University of Pennsylvania Carey Law School since 2014. In addition, he has worked with students at Villanova University Charles Widger School of Law and Drexel University Thomas R. Kline School of Law.
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Neal A. Jacobs
Partner
Stevens & Lee
Mr. Jacobs is an experienced business lawyer and business litigator who focuses on complex corporate and... | Read More
Mr. Jacobs is an experienced business lawyer and business litigator who focuses on complex corporate and business matters. He has developed a reputation in the world of business divorce — ownership disputes in privately held companies, including breakups of privately held companies. Mr. Jacobs represents and provides strategic, business-minded counsel to a range of privately held companies, private equity funds, private investors and family-owned companies, as well as to business leaders including founders, entrepreneurs and majority and minority shareholders. His representations span manufacturing, technology, telecommunications, real estate, financial services, professional services and health care industries. Mr. Jacobs has particular experience working with privately held companies and their shareholder and member relations. He has extensive knowledge of the interplay of rights and obligations of equity holders, management and lenders, which allows him to provide strategic insight to clients in business divorce matters. These matters include claims of shareholder oppression, squeeze-outs and freeze-outs of various types.
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