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M&A Purchase Agreements 101: Understanding Key Terms From Buyer’s and Seller’s Perspective

Recording of a 60-minute premium CLE video webinar with Q&A


Conducted on Wednesday, October 8, 2025

Recorded event now available

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This CLE webinar will provide new attorneys with a section-by-section analysis of the common terms and conditions found in most M&A purchase agreements. The speaker will discuss the key differences between an asset purchase agreement and a stock purchase agreement, the general structure of a purchase agreement, and drafting strategies when you represent the buyer or seller.

Description

Counsel for buyers and sellers negotiating and structuring a merger or acquisition must strategically draft and negotiate the purchase agreement to ensure their clients' respective rights are protected before and after the deal closes.

Purchase agreements vary in length and complexity depending on the deal, but there are terms and provisions that are common to most transactions. Counsel should have a thorough understanding of these terms and how they might vary depending on the transaction.

Critical points of negotiation may include representations and warranties, closing conditions and post-closing requirements, and indemnities in the event of a breach. The goal of both the buyer and seller should be to minimize the likelihood of disputes down the road.

Listen as our authoritative speaker provides an overview of the sections of an M&A purchase agreement and explains what the terms mean, how they work, and what happens if either party fails to meet the terms of the agreement. The speaker will also provide tips for drafting and negotiating various terms depending on whether your client is the buyer or seller.

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Outline

  1. Introduction: M&A purchase agreements—major sections and legal structure
  2. Key provisions in stock purchase agreements
  3. Key provisions in asset purchase agreements
  4. Representations and warranty insurance
  5. Negotiating and drafting tips from the perspective of the buyer and seller
  6. Anticipating and avoiding common drafting and enforcement issues
  7. Practitioner pointers

Benefits

The panel will review these and other key issues:

  • What are some issues unique to asset purchase acquisitions and stock purchase acquisitions that deal counsel should take into consideration when negotiating purchase agreements?
  • What are the key provisions to include and pitfalls to avoid when drafting an asset or stock purchase agreement?
  • What is the role of representations and warranty insurance, and how can it affect the terms of the purchase agreement?
  • What are the most commonly disputed issues in purchase agreement negotiations, and what are some effective drafting strategies for resolving them?

Faculty

Greifzu, James
James P. Greifzu

Partner
Wiggin and Dana

Mr. Greifzu represents corporate and individual clients in connection with mergers, acquisitions, divestitures,...  |  Read More

Access Anytime, Anywhere

Strafford will process CLE credit for one person on each recording. All formats include course handouts.

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