Stock Purchase Agreement
(Pro-Buyer) (DE)


This template is a Stock Purchase Agreement for use in the acquisition, governed by Delaware law, of 100% of a private company's outstanding shares for cash from the Company's stockholders. It contains a net working capital purchase price adjustment and an earnout provision. This template includes practical guidance, drafting notes, alternate clauses and optional clauses. Click here to see recent examples of publicly filed stock purchase agreements in Market Standards - M&A. In a stock purchase agreement, a Buyer purchases the shares of a target Company from its stockholders. Unlike an asset acquisition, it does not buy the assets themselves. As a result, the Company continues to operate as it existed prior to the stock acquisition. It continues to exist as a separate entity, to remain a party to its contracts, and to hold title to its assets; only the ownership has changed. Structuring an acquisition as a stock purchase has benefits and drawbacks. It is generally simpler from a ...