Stock purchase agreements or buy-sell agreements are one of the two basic ways a buyer can purchase a business or interest in a business. The other is an asset purchase agreement. As the term implies, a stock purchase agreement or buy-sell agreement is used when the buyer and seller agree to the purchase/sale of the equity securities of a company. Another term for equity securities is stock or a share of part or all of a company.
The stock purchase agreement or buy-sell agreement spells out the terms and conditions under which the buyer will acquire the business or an interest in the business and what the seller will receive in exchange. The agreement is a formal legal document and should be prepared by a qualified New York business lawyer. The agreement has several parts to it. First, there needs to be the setting and statement of the parties to the agreement and date, simply so that everyone knows the parties and when the agreement is occurring and can reference it if need be. Then there will be the number and price of the shares being transferred from seller to buyer.
It is important that everything is clearly understood by the parties. Conditions may be added that the buyer and seller must meet in addition to the payment of the purchase price. If necessary, there will be representations and warranties made by both the seller and the buyer which will disclose the financial and business condition of the company and its assets and the ability of the buyer to pay the purchase price. There is more still. With all of these factors, it becomes clear that hiring an experienced New York business lawyer can truly be a wise decision when discussing stock purchase agreements and buy-sell agreements.
Lawrence Pohly is an experienced highly qualified New York business lawyer. He also specializes in asset & business purchase agreements, real estate purchases, sales and leasing, estate planning, wills, trusts and probate, organization of private foundations and representing medical practices and doctors. His office is located in Garden City, New York. He has represented buyers & sellers of businesses in many different industries.