Corporate
Navigating Purchase Agreements
Delivery:Live: ~1 Day
Experience Level:Mid-Career M&A Pros | M&A Leaders
What I Will Learn
- How to navigate purchase agreements with greater ease.
- Understand the most common provisions and what they really mean.
- Gain tools to negotiate effectively and push back when needed.
- Learn how to spot what matters and what does not when reviewing purchase agreements.
- Get practical tips for interpreting tricky clauses and hidden risk areas.
About the Course
Purchase agreements can feel dense and intimidating—but they don’t have to be. This session breaks down the key concepts, language, and risks so you can approach these documents with clarity and confidence.
Course Curriculum
- Why SPAs are Needed
- Evaluating the “Best” Offer: Price, Terms, Certainty, & Fit
- Where & How SPAs Fit in the Transaction Process
- Acquisition Documents
- Preliminary Agreements vs. Definitive Agreements
- Comparison of IOIs vs. LOIs vs. SPAs
- Structure & Content of an LOI
- LOI Tips, Tricks, & Discussion Points
- Terminology
- Purpose of SPA
- Structure & Anatomy of a SPA
- Focal Areas: Purchase & Sale, Reps & Warranties, Disclosure Schedules, & Indemnification (Remedies)
- Purchase & Sale Provision—Defining the Deal Consideration
- Form of Consideration, e.g., Cash, Shares, Debt, or a Combination
- Adjustments to the Purchase Price / Consideration
- Holdbacks, e.g., Escrows, Earn-outs, & Deferred Payments
- Reps & Warranties Defined
- Categories of Reps: True Fundamental, Statutory, & General
- Common Seller Reps
- How ‘Informal’ Business Representations Become Formal Legal Reps
- Risk Allocation in the SPA
- Drafting Techniques That Shift Risk
- Role of Knowledge Qualifiers: Actual Knowledge vs. Constructive Knowledge
- Lookbacks
- Materiality / Material Adverse Change or Effect (“MAC” or “MAE”)
- Materiality Scrapes
- Ordinary Course of Business (“OCB”)
- Dollar / Customer Thresholds
- Disclosure Schedules
- Disclaimer of Other Reps & Warranties / Non-Reliance
- Purpose of Disclosure Schedules – ‘Smoking Out the Facts’
- Affirmative vs. Negative Disclosures
- Seller vs. Buyer Perspective
- Defining Indemnification
- Escrowed Funds
- Survival Period(s)
- Caps, Baskets (Tipping vs. Deductible), and Mini-Baskets
- Various Indemnification Obligations
- Indemnifying and Indemnified Parties
- Indemnified Losses – Various Types & Considerations
- Structure of Liability, e.g., Joint and Several, R&W Policy, etc.
- Notice Procedures
- Indemnification Procedures, i.e., Who Defends
- Funding the Indemnity
- Limits of Indemnification
- Exceptions to Enforcing Indemnification Clauses
- Seller Closing Deliverables & Conditions
- Buyer Conditions
- Regulatory Conditions
- Closing & Post-Closing Considerations
- Two-Step Process vs. Simultaneous Sign & Close
- Termination Provisions
- Discussion of Select Defined Terms and Points to Consider
- Indebtedness
- Knowledge
- Loses / Liabilities
- Material Adverse Effect
- Net Working Capital
- Financial Statement Rep
- Accounts Receivable / Collectability Rep
- Material Customer Rep
- Undisclosed Liabilities Rep
- Full Disclosure / 10b-5 Rep
- Express Non-Reliance Provision (Opposite of Full Disclosure Rep)
- Anti-Sandbagging & Pro-Sandbagging Provisions
- Buy Side vs. Sell Side
- Benefits & Risks
- General Policy Exclusions
- Comparison of a Transaction With & Without R&W Insurance
- Key Terms and Example Policy Economics
- Typical R&W Insurance Process & Timeline
M&A Professions
- Financial Due Diligence
- Investment Banking
- Leveraged Lending
- Private Equity

It starts with a conversation
Benefits Obtained :
- Navigate SPAs With Greater Ease
- Learn The Questions To Ask Advisors or Clients
- Practical tips for uncovering risks