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

Course Details
- smart_display Format
On-Demand
- signal_cellular_alt Difficulty Level
- work Practice Area
Commercial Law
- event Date
Wednesday, June 3, 2020
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
90 minutes
-
This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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.
Faculty

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.

Mr. Radtke's practice focuses on mergers and acquisitions, private equity, commercial transactions and general corporate counseling. He also co-leads the firm’s corporate group. Mr. Radtke represents buyers, sellers and institutional investors in strategic and private equity M&A transactions, strategic investments and joint ventures. He also represents owners of privately held companies in selling their businesses. Mr. Radtke also represents many of the leading private equity firms in the Twin Cities metropolitan area, including spearheading the overall transaction process, negotiating the acquisition-related aspects, and structuring and negotiating equity arrangements. In addition, Mr. Radtke represents privately held companies, portfolio companies of private equity firms and other emerging private companies in connection with corporate governance matters, key contracts and other corporate matters. He also acts as outside counsel to privately held companies, helping them analyze and solve day-to-day legal issues.
Description
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.
Outline
- Stock vs. asset acquisition: deciding on the best approach
- Auction vs. private sale: buyer and seller concerns
- Due diligence in a stock vs. asset acquisition
- Stock purchase agreement: key terms
Benefits
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?
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