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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

  • work Practice Area

    Commercial Law

Date & Time
  • event Date

    Wednesday, February 2, 2022

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$347.00
CLE
ALL

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.

Faculty

Neal A. Jacobs
Partner
Stevens & Lee PC

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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Matthew A. Cole
Attorney
Jacobs Law Group, PC

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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Description

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 delineate purchase price and earnouts, representations, warranties, indemnification, and other key provisions are critical to minimizing the likelihood of disputes down the road. Counsel must also consider the use of representations and warranty insurance in certain deals and its impact on the stock purchase agreement 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 the purchase price and earnouts, representations, warranties, indemnification, and other key provisions in the contracts; examines the use of representations and warranty insurance; and highlights securities law considerations for counsel.

Outline

  1. Key provisions in stock purchase agreements
    1. Purchase price and earnouts
    2. Representations and warranties
    3. Indemnification
    4. Other key provisions
  2. Representations and Warranty Insurance
  3. Use of Shareholder Representatives
  4. Sandbagging
  5. Anticipating and avoiding common drafting and enforcement issues
  6. 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?