Stock Purchase Agreement (Pro-Buyer Short Form)

by Practical Law Corporate & Securities

A Standard Document that provides a short-form stock purchase agreement for the acquisition of all outstanding capital stock of a private US corporation. This agreement is drafted from a pro-buyer perspective and is structured for transactions involving a single corporate buyer and a single corporate seller where the signing and closing are simultaneous. This Standard Document outlines the fundamental terms and conditions of the sale, including the purchase price, closing deliverables, and crucial representations and warranties from the seller. Key seller representations cover essential areas such as capitalization, financial statements, material contracts, intellectual property, compliance with laws, and employee benefit matters under the Employee Retirement Income Security Act of 1974 (ERISA). It also includes post-closing covenants governing non-competition and non-solicitation, along with tax matters and indemnification provisions to address potential losses arising from breaches of the agreement. This agreement serves as a practical template for structuring a straightforward stock sale while protecting the buyer's interests.