M&A Purchase Agreements 101: Understanding Key Terms From Buyer’s and Seller’s Perspective

Counsel for buyers and sellers negotiating and structuring a merger or acquisition must strategically draft and negotiate the purchase agreement to ensure their clients' respective rights are protected before and after the deal closes. 

Purchase agreements vary in length and complexity depending on the deal, but there are terms and provisions that are common to most transactions. Counsel should have a thorough understanding of these terms and how they might vary depending on the transaction.

Critical points of negotiation may include representations and warranties, closing conditions and post-closing requirements, and indemnities in the event of a breach. The goal of both the buyer and seller should be to minimize the likelihood of disputes down the road.

Listen as our expert panel provides an overview of the sections of an M&A purchase agreement and explains what the terms mean, how they work, and what happens if either party fails to meet the terms of the agreement. The panel will also provide tips for drafting and negotiating various terms depending on whether your client is the buyer or seller.

I. Introduction: M&A purchase agreements—major sections and legal structure

II. Key provisions in stock purchase agreements

III. Key provisions in asset purchase agreements

IV. Representations and warranty insurance

V. Negotiating and drafting tips from the perspective of the buyer and seller

VI. Anticipating and avoiding common drafting and enforcement issues

VII. Practitioner pointers

The panel will review these and other key issues:

• What are some issues unique to asset purchase acquisitions and stock purchase acquisitions that deal counsel should take into consideration when negotiating purchase agreements?
• What are the key provisions to include and pitfalls to avoid when drafting an asset or stock purchase agreement?
• What is the role of representations and warranty insurance, and how can it affect the terms of the purchase agreement?
• What are the most commonly disputed issues in purchase agreement negotiations, and what are some effective drafting strategies for resolving them?