Principal Transaction Agreements
These forms were curated by Erik Lopez. Erik is an M&A lawyer with over 23 years of domestic and cross-border, public and private M&A experience. He has successfully closed hundreds of deals totaling tens of billions of dollars in value for a global client-base. He is a graduate of the University of Chicago and New York University School of Law.
Principal transaction documents are the primary agreements governing M&A transactions. They set forth, in a definitive and binding manner, the terms and conditions of the transaction, such as its structure, the form and amount of consideration (purchase price), representations and warranties of the parties, required consents and other conditions to closing as well as pre- and post-closing covenants.
Form of Bill of Sale Conveying Supplies, Inventory, Fixed Assets, Leases, Other Contracts and Permits – Buyer First Draft
A complex bill of sale conveying multiple asset types. Includes excluded assets, assumed liabilities, reps and warranties, post-closing covenants and indemnity. Can serve as a stand-alone instrument without an asset purchase agreement. Length: 7 pages | Format: Microsoft Word
$50 - PurchaseView SampleMerger Agreement – Public Company Acquisition of Private Company with Large Stockholder Base
A fully-negotiated model Merger Agreement appropriate for a public company's acquisition of a private company with a broad stockholder base. The transaction involved (1) a combination of cash and stock consideration, (2) an earnout, (3) public M&A deal protections and share exchange mechanics, (4) a stockholder representative, (5) post-closing indemnification (with basket and cap) and escrow, (6) a working capital adjustment, (7) a 19.9% cap on purchaser share issuance to comply with Nasdaq listing rule 5635, (8) a target stockholder lockup, (9) a California Section 3(a)(10) fairness hearing, (10) purchaser board representation, (11) assumption of target stock options and (12) a special foreign tax indemnity. Length: 123 pages | Format: Microsoft Word
$100 - PurchaseView SampleForm of Stock Purchase Agreement – Sellside Auction Draft
A pro-seller form of stock purchase agreement for a private M&A transaction. Includes a purchase price adjustment, gap period between signing and closing (during which closing conditions will be satisfied), a Section 338(h)(10) election provision and limits on indemnification. Length: 44 pages | Format: Microsoft Word
$100 - PurchaseView SampleForm of Asset Purchase Agreement – Pro-Buyer First Draft
Draft APA for a private sale of a chemical business. Includes inventory purchase price adjustment, non-compete, dollar-one basket, right of setoff, specific environmental indemnity and seller parent indemnity. Length: 70 pages | Format: Microsoft Word
$100 - PurchaseView Sample