2. BUSINESS ACQUISITIONS
NEGOTIATING AND PREPARING THE ACQUISITION AGREEMENT

3. BASIC TYPES OF AGREEMENTS
Asset Purchase
Stock Purchase
Cash Merger
Stock Merger

4. WHAT THE ACQUISITION AGREEMENT COVERS
Describes the transaction structure, purchase price and procedures for closing
Allocates risk between the buyer and seller for both known and unknown liabilities and obligations
Contains promises (i.e., covenants) of the parties
Contains indemnification procedures
Contains the extent of commitment to close the transaction.

5. WHAT THE BUYER WANTS Receiving what is expected at closing
Good Title to the Purchased Assets or Stock
All of the Facilities, Individuals, Assets, Rights, Contracts and other Items Needed to Continue and Enhance the Businss
The option to “bail out” if the business is not what has been represented or what is expected
Post-closing protection against contingent or unknown risks

6. WHAT THE SELLER WANTS Certainty and speed of Closing
Receiving the Purchase Price without Risk
Not being at risk for the assets, liabilities or operations of the business after the closing

7. GENERAL SECTIONS OF ACQUISITON AGREEMENTS
Introduction and Description of Transaction
Consideration for Transfer of Business
Representations and Warranties of Seller
Representations and Warranties of Buyer
Covenants of the Parties
Conditions to Closing
Termination Procedures and Remedies
Indemnification

8. INTRODUCTION AND DESCRIPTION OF TRANSACTION
Description of Parties to the Stock Purchase Agreement
Shareholders as Sellers in a Stock Purchase Transaction
The Corporate Target is Often a Party to the Agreement, even if it’s a stock Purchase
In some states, spouses to the shareholders are necessary
Need to be sure that stock option and stock warrant holders are parties

9. INTRODUCTION AND DESCRIPTION OF TRANSACTION
Description of the Form of the Transaction
Stock Purchase for All of the Capital Stock of the Corporation
Consider using a Merger transaction in order to not have each of the shareholders sign the Acquisition Agreement and Avoiding a Recalcitrant Shareholder
Be Certain that All of the Capital Stock is Being Acquired
Review the Stock Record Books of the Corporation
Pay particular regard to Stock Options, Stock Warrants and Conversion Rights of Debt and Preferred Stock.

11. THIS IS ONLY A PARTIAL VIEW OF THE DOCUMENT.