| name | stock-purchase-agreement |
| title | Stock Purchase Agreement (M&A) |
| description | Drafts a Stock Purchase Agreement for 100% stock acquisitions in middle-market M&A transactions. Covers purchase price with working capital adjustments, escrow, earnouts, seller reps and warranties with disclosure schedules, indemnification, restrictive covenants, and closing mechanics. Trigger keywords: "stock purchase agreement", "SPA", "stock acquisition", "definitive purchase agreement", "M&A closing document", "share purchase". |
| author | CaseMark |
| author_url | https://github.com/CaseMark/skills/tree/main/skills/legal/stock-purchase-agreement |
| license | Apache-2.0 |
| version | 0.1.0 |
| execution_mode | open |
| jurisdiction | us |
| practice | corporate |
| language | en |
| tags | ["agreement","drafting","transactional"] |
Stock Purchase Agreement (M&A)
Draft a definitive SPA for acquiring 100% of a target company's outstanding capital stock in a middle-market transaction.
Prerequisites
- Deal documents — LOI, term sheet, or preliminary agreement with negotiated business terms.
- Organizational docs — articles of incorporation, bylaws, shareholder agreements.
- Capitalization details — authorized/outstanding shares, classes, each seller's ownership percentage.
- Financial statements — audited/reviewed for 2+ fiscal years plus most recent interim period.
- Due diligence materials — material contracts, employment agreements, IP schedules, litigation history.
- Negotiated economics — purchase price, working capital target, escrow percentage, earnout terms.
Document Intelligence
Extract from uploaded materials before drafting:
| Data Point | Source Priority |
|---|
| Party names, entity types, jurisdictions | LOI → Org docs → Correspondence |
| Cap table (shares, classes, ownership %) | Stock ledger → Org docs → LOI |
| Purchase price and adjustments | Term sheet → LOI |
| Working capital target | Financial statements → Term sheet |
| Escrow/earnout terms | LOI → Term sheet |
| Material contracts requiring consent | Due diligence schedule |
| Disclosed liabilities/contingencies | Financial statements → Disclosure schedules |
| Key employees and compensation | Employment agreements → HR records |
| Balance sheet date (MAE baseline) | Most recent financial statements |
Cite source documents when incorporating extracted terms. Flag gaps requiring user input.
Output Structure / Process
1) Document Skeleton
STOCK PURCHASE AGREEMENT
- Parties; Effective Date; Recitals
1. Definitions
2. Purchase and Sale of Shares
3. Purchase Price; Payment; Adjustments
4. Closing; Closing Deliveries
5. Representations and Warranties of Sellers
6. Representations and Warranties of Buyer
7. Covenants (Pre-Closing; Post-Closing)
8. Conditions to Closing
9. Indemnification
10. Termination
11. General Provisions
Signatures
Exhibits and Schedules
2) Exhibit/Schedule Map
