This book is a “must” for any transaction lawyer. This type of agreement is based on the hypothetical acquisition of the entire share capital of a U.S. private company by a single acquirer. It is designed as a buyer`s first reasonable project and each provision of the agreement is immediately followed by a comment reflecting the collaborative efforts of leading experts in the design and negotiation of buyout contracts. The commentary explains the purpose of each provision and, if so, a brief discussion of the law relevant to that provision. This updated second edition of the best-selling Model Stock Purchase Agreement with Commentary is a must for any transaction lawyer. This type of agreement is based on the hypothetical acquisition of the entire share capital of a U.S. private company by a single acquirer. It is designed as a buyer`s first reasonable project and each provision of the agreement is immediately followed by a comment reflecting the collaborative efforts of leading experts in the design and negotiation of buyout contracts. The commentary explains the purpose of each provision and, if so, a brief discussion of the law relevant to that provision. It also focuses on provisions that are likely to be negotiated and provides areas for objections from sellers and reasons for more aggressive or moderate positions during negotiations. In this edition, many provisions also contain specific comments that focus on the possible reaction of sellers. The authors have also expanded the collection of exhibitions, supplementary documents and voluminous annexes annexed to the model agreement, and a CD-ROM containing the text of the agreement is linked to the standard share purchase agreement with commentary.

This ABA bestseller is a standard agreement based on the assumption of an acquisition by a single acquirer. This valuable resource includes two volumes as well as a CD-ROM with the standard agreement of adaptations, exhibitions and complementary documents without comment. . . . . .