Irrevocable Stock Power
(M&A)

Summary

This is a template stock transfer power used to transfer ownership of shares in a corporation from a seller to a buyer in an M&A transaction. This template includes practical guidance and drafting notes. Stock powers are typically required to transfer shares represented by physical share certificates, but may also be used to evidence the transfer and assignment of uncertificated shares by referring not to a specific share certificate but instead to the shares standing in the transferor’s name on the corporation’s share ledger. Delivery of executed stock transfer powers, either endorsed in blank or directly to an acquiring party, is usually a condition to closing in stock acquisitions and in other transactions where stock is used as consideration or collateral. See Conditions to Closing in Acquisition Agreements for more information regarding closing conditions and Section 2.5 of Stock Purchase Agreement (Pro-Buyer) (DE) for an example of a closing condition requiring delivery of a stock transfer power in a stock purchase transaction. For a full listing of key content for in-house counsel and corporate secretaries when performing corporate functions, see In-House Corporate Secretary Resource Kit. For a resource kit containing additional stock purchase transaction resources, see Stock Acquisition Resource Kit. For a collection of resources relating to other ancillary agreements and closing deliverables in M&A transactions, see Ancillary Agreements in M&A Transactions Resource Kit. This template should be used to evidence and effect the transfer of shares in a corporation only. For template assignments you can use to transfer an interest in a limited liability company (LLC) or limited partnership (LP), see Assignment of Membership Interest (M&A Transaction) and Assignment of Limited Partnership Interest.