This best-selling ABA is a framework agreement based on the hypothetical buyout by a single business buyer. This valuable resource includes two volumes as well as a CD-ROM with model agreement for adaptation, exhibitions and accompanying documents without comment. This second updated edition of the best-selling Model Stock Purchase Agreement with Commentary is a must-have for any transaction lawyer. This model of agreement is based on the hypothetical acquisition of the entire capital stock of a U.S. private company by a single business buyer. It is designed as a reasonable first buyer project and any provision of the agreement is immediately followed by comments reflecting the collaboration of leading experts in the development and negotiation of acquisition agreements. The commentary explains the purpose of each provision and, if necessary, briefly examines the law applicable to that provision. It also focuses on the provisions that are likely to be negotiated and contains areas that may give rise to seller objections and reasons for more aggressive or moderate positions during the negotiations. In this issue, many provisions also contain specific comments that focus on the potential reaction of sellers.
The authors have also expanded the collection of rich coins, ancillary documents and annexes accompanying the model agreement, and a CD-ROM containing the text of the agreement is bound by the contract to purchase models with commentary. The Model Stock Purchase Agreement with Commentary, Second Edition is an invaluable resource for practitioners and students of the craft of structuring and documenting business transactions. Given that the Model Stock Purchase Agreement has covered the many developments that have taken place in the agreement world since 1995, the revised work will allow practitioners around the world to shed light on best acquisition practices. In addition to well-developed contractual provisions, the second edition contains detailed comments explaining the purpose and importance of the provisions and often proposes alternative approaches that could be used in the negotiation of certain facets of the agreement. This guide will not only benefit experienced AM practitioners, who will structure demanding, often international, transactions; Lawyers who only practice transactions occasionally and wish to improve their skills; and law professors, which are a complete vehicle for introducing law students into the field of business transactions.