Stock Purchase Agreement
(Short Form) (Pro-Seller) (DE)

Summary

This short-form stock purchase agreement is used for an all cash acquisition under Delaware law. It may be appropriate in transactions where a reduced set of provisions is sufficient, such as smaller transactions or where the acquisition structure is more straightforward and the parties wish to reduce negotiation. This template includes practical guidance, drafting notes, and an optional clause. This template is generally pro-seller. However, there is commentary throughout the template indicating variations of certain provisions that are more pro-buyer. This template is intended as a general drafting aid for smaller stock transactions under Delaware law and will require modification according to the particular circumstances and intentions of the parties. This template assumes that signing and closing will occur simultaneously. As a result, there are no closing conditions (or materiality scrapes), pre-closing covenants, or termination provisions that would otherwise be customary for a two-step transaction. This short-form stock purchase agreement also assumes that: • The target company is not a reporting company under the Securities Act of 1933, as amended • The target company employs less than 100 full-time employees, so no notification requirement under the Worker Adjustment and Retraining Notification (WARN) Act is required • There is no need for an escrow or holdback (i.e., because the seller does not intend to distribute the purchase price to a wide base of shareholders and can thus be tracked down and served should an indemnity claim arise in the future) • The nature of the target's business and assets is relatively straightforward and does not necessitate detailed representations and warranties in any specialist area of the law (e.g., intellectual property, employee benefits, real estate, data privacy and cybersecurity, environmental law, product manufacturing, etc.) • No transition services agreements, intellectual property assignments or license agreements, or employment agreements are necessary • A single buyer and seller are parties to the transaction, with no additional seller shareholders • No representations and warranties insurance will be obtained for the transaction • The seller is not the subsidiary of a group parent, neither the seller nor the buyer is an S corporation, and the seller does not have any subsidiaries–and– • The transaction does not present antitrust issues and no antitrust or regulatory filings (e.g., Hart-Scott-Rodino (HSR) filings) are required in connection with the transaction, although it otherwise addresses regulatory schemes that are generally applicable without regard to industry such as tax, ERISA, and environmental laws This template should be limited to use for transactions governed by Delaware law. For a long-form stock purchase agreement, see Stock Purchase Agreement (Pro-Buyer) (DE) and Stock Purchase Agreement (Pro-Seller) (DE). For a short-form pro-buyer stock purchase agreement, see Stock Purchase Agreement (Short Form) (Pro-Buyer) (DE). For a discussion of drafting considerations in stock purchase transactions generally, see Stock Purchase Agreement Basics, Stock Purchase Transactions Training Presentation, and Stock Acquisition Resource Kit. For recent examples of publicly filed stock purchase agreements in Market Standards, click here. Market Standards enables users to search, compare, and analyze its comprehensive database of transactions using over 150 detailed data points to filter search results. You can customize any search to your needs by adding filters or modifying the search criteria.