Corporate Stock Purchase Agreement Generator for the USA

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Key Requirements PROMPT example:

Corporate Stock Purchase Agreement

"I need a Corporate Stock Purchase Agreement for the sale of 25% of my technology company's shares to a private equity firm, with closing scheduled for March 15, 2025, including earn-out provisions based on revenue targets for the next three years."

Document background
The Corporate Stock Purchase Agreement is essential for any transaction involving the purchase and sale of corporate stock in the United States. This document is commonly used in both private and public company contexts, though requirements vary significantly based on the transaction size and whether the company is publicly traded. It must comply with federal securities laws, including the Securities Act of 1933 and Securities Exchange Act of 1934, as well as applicable state 'Blue Sky' laws. The agreement typically includes comprehensive details about the transaction structure, price, payment terms, representations and warranties, and risk allocation between parties.
Suggested Sections

1. Parties: Identifies all parties to the agreement, including full legal names and addresses

2. Background/Recitals: Sets forth the context and purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement

4. Purchase and Sale of Shares: Details the shares being sold, purchase price, and payment terms

5. Closing: Specifies closing date, location, and deliverables

6. Representations and Warranties of Seller: Seller's statements about the company and shares

7. Representations and Warranties of Buyer: Buyer's statements about capacity and authority to purchase

8. Covenants: Ongoing obligations of the parties

9. Conditions to Closing: Prerequisites that must be met before closing

10. Termination: Circumstances under which agreement can be terminated

11. General Provisions: Standard legal provisions including governing law, notices, etc.

Optional Sections

1. Post-Closing Adjustments: Mechanisms for adjusting purchase price after closing based on future performance or adjustments

2. Employee Matters: Provisions regarding treatment of employees and employment relationships affected by the transaction

3. Tax Matters: Specific tax treatment and allocations for complex tax implications

4. Escrow Provisions: Terms for holding funds in escrow when part of purchase price is held back

5. Earn-out Provisions: Terms for additional payments based on future performance metrics

Suggested Schedules

1. Disclosure Schedules: Detailed disclosures relating to representations and warranties

2. Share Certificate(s): Copies of share certificates being transferred

3. Financial Statements: Recent financial statements of the company

4. Material Contracts: List and copies of important company contracts

5. Corporate Documents: Articles, bylaws, and other corporate documents

6. Required Consents: List of required third-party consents

7. Employee Information: Details of key employees and benefits

8. IP Schedule: List of intellectual property assets

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Industries

Securities Act of 1933: Federal law requiring registration of securities offerings and detailed disclosure requirements, unless an exemption applies

Securities Exchange Act of 1934: Federal law governing secondary market trading and establishing SEC oversight of securities markets

Regulation D: SEC rules providing exemptions from registration requirements for private placement offerings

Rule 144: SEC rule governing the resale of restricted securities and control securities

Blue Sky Laws: State-specific securities laws governing registration, disclosure requirements, and exemptions for securities offerings within each state

Delaware General Corporation Law: Primary corporate law statute for Delaware corporations, governing corporate structure, stockholder rights, and stock transfers

Internal Revenue Code: Federal tax regulations affecting stock purchases, including tax implications for buyers and sellers

Hart-Scott-Rodino Act: Federal law requiring pre-merger notifications and waiting periods for large transactions meeting specified thresholds

Clayton Act: Federal antitrust law prohibiting anti-competitive mergers and acquisitions

Sherman Act: Foundational federal antitrust law prohibiting monopolistic practices and restraints of trade

ERISA: Federal law governing employee benefit plans, relevant when stock purchase involves employee stock ownership or benefit plans

UCC Article 8: Uniform Commercial Code provisions governing investment securities, including rules for transfer and holding of securities

Sarbanes-Oxley Act: Federal law establishing enhanced corporate governance and financial disclosure requirements for public companies

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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