Stock Purchase Agreement (Pro-Buyer Long Form)

by Practical Law Corporate & Securities, with environmental provisions by Andrew N. Davis, Ph.D. and Aaron D. Levy, Shipman & Goodwin LLP.

A Standard Document that is a long-form, pro-buyer stock purchase agreement for the acquisition of all outstanding capital stock of a private US corporation. This agreement assumes a single corporate buyer and seller with a deferred closing. It provides a robust framework with extensive, buyer-favorable representations and warranties, pre- and post-closing covenants, and detailed closing conditions. Key provisions address complex deal mechanics, including a purchase price adjustment for working capital, debt, and transaction expenses, with a post-closing true-up procedure. This Standard Document also details indemnification obligations, which are supported by an escrow fund and feature negotiable baskets and caps. Covenants covering non-competition and non-solicitation are also included. Significantly, this resource integrates current market trend information and data from the ABA Business Law Section M&A Committee's Private Target Mergers & Acquisitions Deal Point Study and the What's Market databases, offering practical insights for negotiating critical terms like Material Adverse Effect (MAE) clauses and key indemnification provisions, including survival periods, baskets, and caps.