Below is a list of the most common customer questions. If you can’t find an answer to your question, please don’t hesitate to reach out to us.
How does a stock purchase agreement work?
A stock purchase agreement is a contract to transfer ownership of stocks from the seller to the purchaser. The key provisions of a stock purchase agreement have to do with the transaction itself, such as the date of the transaction, the number of stock certificates, and the price per share.
What should I look for in a stock purchase agreement?
Name of company.
Par value of shares.
Number of shares being sold.
When/where the transaction takes place.
Representations and warranties made by purchaser and seller.
Potential employee issues, such as bonuses and benefits.
What is a stock agreement?
A stock agreement -- also known as a buy-sell agreement, “buyout agreement" or shareholders' agreement -- controls who own shares of stock in your corporation and when a shareholder can or must be bought out by the corporation or the other shareholders.
What is a stock redemption agreement?
A stock redemption agreement is a contract between a corporation and the stockholder, where the corporation repurchases the stock from the owner; one of the most common buy/sell agreements. Such a contract tends to be used as a vehicle to offer an orderly and planned transfer of a business interest.
What is a securities purchase agreement?
This sample Securities Purchase Agreement is an agreement between the company and the purchaser setting forth the terms and conditions for the purchase and sale of common stock. This agreement includes representations and warranties by both the company and the purchaser relating to such stock purchase.
What is a common stock purchase agreement?
A stock purchase agreement is the agreement that two parties sign when shares of a company are being bought or sold. These agreements are often used by small corporations who sell stock. An asset purchase agreement finalizes the sale of the company's assets.
How do you negotiate reps and warranty?
Negotiation of Representations and Warranties in the Purchase and YouTubeStart of suggested clipEnd of suggested clip
Negotiation of Representations and Warranties in the Purchase and
What is a rep and warranty?
Reps and warranties is a term used to describe the assertions that a buyer and/or seller makes in a purchase and sale agreement. Both parties are relying on each other to provide a true account of all information and supporting documents to close the transaction.
Does R&W insurance cover fundamental reps?
Insurance companies are providing flexibility for Buyers and Sellers by offering policies that provide coverage up to the purchase price, while also insuring the Non-Fundamental reps to a specified Limit more on this below. Here's why this matters: most R&W policies don't cover the entire cost of the transaction.
What happens to stock in an asset purchase?
Once an asset purchase is complete, the assets and liabilities that have been purchased are moved to the new entity and the old entity (and any assets or liabilities it still owns) must be wound down. In a stock purchase, the buyer purchases the entire company, including all assets and liabilities.
Is there goodwill in an asset purchase?
With an asset transaction, goodwill, which is the amount paid for a company over and above the value of its tangible assets, can be amortized on a straight-line basis over 15 years for tax purposes. The buyer can also dictate which assets it is not going to purchase.
What is included in an asset purchase?
Asset Purchase. In doing an asset sale, the seller remains as the legal owner of the entity, while the buyer purchases individual assets of the company, such as equipment, licenses, goodwill. Per accounting standards, goodwill should be carried as an asset and evaluated yearly.
What should be included in an asset purchase agreement?
Provisions of an APA may include payment of purchase price, monthly installments, liens and encumbrances on the assets, condition precedent for the closing, etc. An APA differs from a stock purchase agreement (SPA) where company shares, title to assets, and title to liabilities are also sold.
How does an asset purchase work?
Asset Purchase. In doing an asset sale, the seller remains as the legal owner of the entity, while the buyer purchases individual assets of the company, such as equipment, licenses, goodwill. Normalized net working capital is typically included in an asset purchase agreement.
How does a stock sale work?
Broadly speaking: In a stock sale, the seller gives the buyer shares. Once the buyer holds all the target shares, it controls the business by virtue of being its new owner. In an asset sale, the seller gives the buyer assets.