Anatomy of a Stock Purchase Agreement

Most private M&A transactions are structured as acquisitions of stock, rather than mergers or asset purchases. The principal agreement governing such a transaction is typically a Stock Purchase Agreement (SPA), sometimes styled a Securities Purchase Agreement or simply a Purchase Agreement. At their most basic level, these agreements provide for the sale of shares in a […]

Documents you need to buy or sell a business

The documents you need to buy or sell a business depend on the structure (discussed here) and complexity of the deal as well as its specific terms. However, in virtually all cases, there will be a principal agreement governing the transaction. This will be a merger agreement for a merger, a stock purchase agreement for […]

Introduction to M&A Transaction Structure

The determination of an optimal M&A transaction structure is a complex process driven by a number of considerations.* A thorough examination of the subject could fill a book. That said, below is a brief overview of the most common transaction structures—stock purchase, asset purchase, negotiated merger and two-step merger—along with some advantages and disadvantages of each.     […]