Drafting and Negotiating Stock Purchase Agreements
In this Master Class, participants explore the differences between a stock purchase and an asset purchase, with particular focus on operative provisions and representations and warranties. The instructor uses an actual stock purchase agreement (“SPA”) to exemplify key provisions and drafting considerations, and highlights contrasts with asset purchases where significant. Participants practice drafting and negotiating various provisions clearly and precisely, taking into account buyer and seller concerns. Practice tips for redlining and commenting on drafts are also discussed in context.
Upon completion of this Master Class, participants are able to:
- Identify and explain to a client the differences between an asset purchase and a stock purchase, including pros and cons
- Recognize pro-buyer and pro-seller language
- Draft and negotiate basic terms in an SPA
Participants are provided with a buyer-revised APA and asked to revise it based on precedent to make it more buyer-friendly and/or neutral and to convert it to SPA form. In performing the exercise, participants must consider the overall context of the proposed transaction, the relative bargaining power of the parties, and the underlying business issues.
Participants may earn up to 1 CLE credit in the State of California and New York (NY: Areas of Professional Practice; CA: General Credit). Credit is for transitional and non-transitional attorneys in NY. This class is appropriate for both newly admitted and experienced attorneys. Financial Aid may be available for qualifying participants.
Absorb the fundamentals
Learn a transactional approach to tackling the legal and business challenges that arise in mergers and acquisitions. Put yourself in the shoes of key players-target, acquiror, shareholder, management, employee and others-by engaging with actual deal documents and disclosure forms.
Practice by doing
Complete simulations based on scenarios involving a real-world acquisition as it progresses from inception to closing. As the modules progress, so does the deal in the scenario. Build your expertise on the foundation of previous modules. Use real deal documents to complete your simulations.
Collaborate with an expert
Dive deeper into your deal in a one-on-one, Virtual In-Person session with a vetted practitioner. Like working with a partner who's solely dedicated to supporting and accelerating your growth as a deal lawyer.
More than just a course
Dynamic Video Modules
Learn at your own pace and place. All you need is an internet connection. Absorb lessons in short, easily digested segments, led by experienced practitioners.
Apply what you've learned in real-world client scenarios, using transaction documents derived from actual deals.
As simulations progress, build upon elements you mastered in earlier modules.
Deepen your learning in one-on-one Virtual In-Person sessions with a vetted practitioner. Receive feedback on simulation assignments.
Like working with a law firm partner dedicated solely to accelerating yur professional growth.
Gabriel GutierrezAssociate, GHP Abogados (Costa Rica)
[AltaClaro’s Intensive course] hit the right mark between being challenging and yet manageable for someone who is working while taking the program…”
Wai ZeeGeneral Counsel, WeWork (Asia)
There is definitely a big need for this … Senior partners at firms are not spending enough time [on training] and most professional education out there is superficial.”
Ryan NayarLegal Counsel, Centrica
As an experienced practitioner who has worked in both AmLaw 100 and public company, in-house environments, the training AltaClaro provided helped supplement my knowledge of corporate law.”
Anu Jaya NaiduSenior Counsel / The Offsite General Counsel
After taking this course, You could come into a firm on day one, start diving into the documents, and be able to provide meaningful input to the deal team. While [other courses] focus on the theoretical or updates in the law, this focuses on the practical and gives you a toolkit to jump start or refresh your practice.”
Morgan Chaney-Alexandria KearseCorporate Counsel, Affinity Solutions
Each instructor takes the time to work through the material with you so that you can understand the actual practice of law and not just the theory. The one-on-one sessions provide a unique chance to delve deeper into questions with your instructor that are tailored to your individual strengths and weaknesses.”
Samarth ChaddhaNYU School of Law, LL.M ‘17
I learned from experienced practitioners and the one-on-one sessions gave me an opportunity to take a deep dive and simulate real world tasks…”
Zulaihat N.New York Law School, JD ‘16
Through the AltaClaro Intensives Training Program in Corporate Transactions, I developed practical legal skills that went far beyond the legal training provided in law school...
|AltaClaro||Online practical skills course providers||CLE Providers||Bootcamps|
|Short engaging videos||Varies|
|Experiential learning with mock transactions & matters||Varies|
|1-on-1 feedback sessions available|
|Online student/instructor community with interactive discussion boards|
*CLE credit available for most Master Classes. Financial aid may also be available. See individual Master Classes or our FAQ for more details.