This updated second edition of the bestselling Model Stock Purchase Agreement with Commentary is a must-have for any transactional lawyer. This model agreement is based on the hypothetical acquisition by a single corporate buyer of all of the capital stock of a privately-held U.S. company. It is designed as a buyer's reasonable first draft, and each provision of the agreement is immediately followed by commentary, which reflects the collaborative effort of leading experts in drafting and negotiating acquisition agreements. The commentary explains the purpose of each provision, and, when applicable, a brief discussion of the law relevant to that provision. It also highlights the provisions that are likely to be the subject of negotiation, and provides those areas that may prompt objections by the sellers, and the rationale for taking more aggressive, or more tempered, positions during the negotiations. In this edition, many provisions also include specific commentary focusing on the sellers' potential response. The drafters have also expanded the collection of rich exhibits, ancillary documents, and appendices that accompany the model agreement, and a CD-ROM with the text of the agreement comes bound with the Model Stock Purchase Agreement with Commentary.


The Model Stock Purchase Agreement with Commentary, Second Edition is an invaluable resource to practitioners and students of the craft of structuring and documenting business transactions. Because the Model Stock Purchase Agreement has captured the many developments that have occurred in the deal world since 1995, the revised work will similarly enlighten practitioners around the world of best practices in the acquisition field. In addition to well-crafted contractual provisions, the second edition contains extensive commentary that explicates the purpose and meaning of the provisions, and often suggests alternative approaches that could be employed in negotiating particular facets of the deal. Not only for experienced M&A practitioners, the materials in this guide will benefit M&A deal lawyers who structure sophisticated, often international, transactions; lawyers who only occasionally engage in transactional practice and want to hone their skills; and law professors desiring a comprehensive vehicle for introducing law students to the subject of business transactions.