Stock Purchase Agreements Mastery

Section Description

This course is structured into 7 applied sections:

Section I: Legal Documentation and Transaction Framework

● Master the transition from commercial term sheets to binding legal obligations in Stock Purchase Agreements.
● Strategically select between Asset Purchase versus Share Purchase Agreements based on liability and tax implications.
● Organize the drafting process with clear instructions, timelines, and cross-functional team coordination.

Section II: Purchase Price Construction and Payment Architecture

● Build precise purchase price adjustment mechanisms (Working Capital & Net Debt) to prevent value leakage.
● Design defensible earnout structure provisions that align buyer and seller incentives while minimizing dispute risks.
● Structure escrow arrangements and completion accounts to secure post-closing economic adjustments.

Section III: Allocating Risk Through R&I

● Craft Fundamental and Business Representations to force disclosure and allocate historical risk.
● Manage Disclosure Schedules as a strategic exception mechanism to limit seller liability in the M&A agreement.
● Structure Indemnification baskets, caps, and survival periods to control post-closing disputes effectively.

Section IV: Controlling Operations Between Signing and Closing

● Design "Ordinary Course of Business" covenants to prevent value degradation during the interim period.
● Manage Conditions Precedent including regulatory approvals (CFIUS, HSR) and third-party consents.
● Structure Termination Rights and Reverse Termination Fees to define the "failure economics" of the deal.

Section V: Executing Deals from Negotiation Through Signing

● Master the redline process and negotiation dynamics to protect commercial intent in legal drafting.
● Distinguish between purely legal issues and commercial trade-offs to maintain deal momentum.
● Collaborate effectively with external counsel to manage legal fees and incorporate due diligence findings.

Section VI: Orchestrating Transaction and Integration

● Systematize the closing process with rigorous checklists, funds flow verification, and closing rehearsals.
● Execute closing day procedures including wire transfers, signature releases, and public announcements.
● Manage post-closing obligations including the true-up process and earnout structure monitoring.

Section VII: Final Stock Purchase Agreements Blueprint

● Synthesize all learning into a complete, signed-ready stock purchase agreements reference document.
● Apply drafting skills in the Vanguard Capstone to write enforceable price mechanics.

Real-World Case Studies

This course dissects critical transactions to deliver actionable lessons in Stock Purchase Agreements drafting discipline, risk allocation, and execution control.

JPMorgan Chase Buys First Republic Bank Assets
Analyze how an FDIC asset sale structure allowed JPMorgan to select acquired assets and exclude unwanted liabilities, mirroring the practical logic of asset deal versus share deal selection in any M&A agreement.

Disney Legal Team and Outside Counsel
Study how in-house counsel coordinated external law firms during high-stakes contracting decisions, illustrating the governance and documentation discipline required when Stock Purchase Agreements become contested.

Indemnity Baskets in Private M&A
Examine how deductible baskets and R&W insurance retention allocate early losses between parties, and how first-dollar versus deductible basket mechanics shift economic outcomes in real indemnification disputes.

MS-Activision's Global Regulatory Maze
Discover how Microsoft restructured a $69B M&A agreement over 21 months across three jurisdictions, demonstrating how conditions precedent, regulatory-out provisions, and termination fee exposure function under real deal pressure.

Adobe Terminates Figma Merger Agreement
Learn how contractual walk-away rights and negotiated failure economics operate when regulatory approvals cannot be secured, turning termination mechanics from boilerplate into real deal outcomes.

Kingswood Capital's $70M Purchase Price Adjustment
Study how a post-closing working capital calculation triggered an $87M true-up payment after arbitration, proving that vague purchase price adjustment definitions destroy value more reliably than bad deals.

And 4 more

What You'll Build

1. SPA Clauses & Annotated Risk Mastery
   • A complete Stock Purchase Agreements architecture with embedded commentary explaining risk allocation.
   • Includes standard language for price, adjustments, covenants, indemnities, and termination.
   • Highlights where leverage exists in every clause, helping you draft provisions that survive redlines.
2. Signing-to-Closing Control Workbook
   • An Excel-based control tower to track every redline, disclosure schedule, and condition precedent.
   • Maps every m&a agreement clause to commercial objectives and fallback positions.
   • Closing Checklist: A rigorous monitor for critical path items like regulatory approvals and funds flow calculations.
3. SPA Negotiation Tactics & Closing Mastery
   • A scenario-driven manual translating common negotiation conflicts into repeatable decision frameworks.
   • Covers valuation gaps, earnout structure disputes, and indemnity basket negotiations.
   • Teaches how to package economics and legal language to close issues without re-trading.
4. Complete SPA Reference (PE-Micron)
   • A fully built, signed-ready Stock Purchase Agreements document representing the final output of the course.
   • Shows how pricing, reps, covenants, and indemnities converge into one enforceable contract.
   • Represents the destination point of all drafting work, answering "What does a finished deal look like?"

You will master the exact Stock Purchase Agreements architecture that translates commercial intent into enforceable mechanics, controls risk across signing, closing, and post-closing, and produces documents that survive real redlines without leakage or ambiguity.

This is an AI-assisted legal drafting module. You will write real SPA language and receive structured AI evaluation of your mechanical clarity, drafting precision, and execution enforceability.

You will act as Deal Team Lead at Vanguard Capital, having completed full due diligence on CyberShield Inc. and aligned on commercial terms.
Your task is to draft a short-form Article 2 of the Stock Purchase Agreements covering the full purchase price architecture.

You must produce a 1–2 page SPA extract applying every purchase price mechanics framework from the course:

• Structuring completion accounts workflow with Closing Statement, review period, dispute notice, and Independent Accountant process
• Drafting working capital purchase price adjustment with a $45M peg, dollar-for-dollar mechanics, and an illustrative calculation
• Writing net debt adjustment with a precise formula, defined categories, and an illustrative calculation
• Building earnout structure covering a 3-year cumulative EBITDA payout schedule from $120M to $150M with a linear formula and Buyer good-faith covenant
• Designing escrow mechanics for $50M held 24 months with a pending claims hold-back concept
• Drafting the closing payment equation integrating all adjustments into one executable closing day calculation

Submit your Article 2 draft and receive instant AI feedback
on whether your mechanics can be executed with minimal ambiguity.