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Stock Purchase Agreement (SPA) review

Private-target stock purchase agreement.

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What it checks

Purchase and sale of shares clause

SPA must include an operative purchase-and-sale clause identifying the shares and the closing transfer.

Critical · MNA-010

Purchase price and adjustments mechanism

SPA must specify purchase price plus working-capital / debt / cash adjustments.

Critical · MNA-011

Representations and warranties of the company

SPA must include reps of the target company (organization, authority, capitalization, financials, etc.).

Critical · MNA-012

Indemnification — survival and caps

SPA must specify rep survival periods and indemnification caps.

Critical · MNA-013

Closing conditions

SPA must specify closing conditions for buyer and seller.

Critical · MNA-014

Material Adverse Effect (MAE) defined

SPA must define Material Adverse Effect — central allocation-of-risk concept (Akorn / Channel Medsystems).

Critical · MNA-015

Non-solicit / non-compete on selling stockholders

Selling stockholders typically agree to non-compete and non-solicit covenants (enforceable under state-law sale-of-business doctrine).

Warning · MNA-016

Sandbagging clause (pro- or anti-)

SPA should address sandbagging — buyer's right to indemnify even with pre-closing knowledge.

Warning · MNA-017

Stockholder representative provision

Multi-seller SPAs need a stockholder representative for post-closing administration.

Warning · MNA-018

Governing law and forum

SPA must include governing-law and forum-selection clauses.

Critical · MNA-019

Every run also applies 114 general checks that belong to any agreement: structure, parties and signatures, defined terms, cross-references, dates, amounts, and one-sided terms.

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