Stock Purchase Agreement Basics

Summary

This practice note provides an overview of considerations for an M&A practitioner when drafting or negotiating a stock purchase agreement. Click here to see recent examples of publicly filed stock purchase agreements in Market Standards. In a stock purchase transaction, the outstanding stock of the target company is transferred to the purchaser directly by the target's stockholders. A stock purchase agreement is the primary agreement governing the transaction. Among other provisions, the stock purchase agreement addresses purchase and sale mechanics, the transaction consideration, and the representations and warranties of the selling stockholders with respect to their ownership of the target stock being sold and the target entity.