Harnessing a Seller’s Leverage in a Pro-Seller Short Form Stock Purchase Agreement

When a seller has negotiating power over a potential buyer, the seller may capitalize on that advantage and use its leverage to serve up a short form stock purchase agreement. Buyers typically have the first crack at drafting a purchase agreement, but if the buyer is desperate to do the deal, the seller can propose a “take it or leave it” short form agreement with limited representations and warranties, pro-seller limitations on indemnification obligations, and an accelerated simultaneous sign and close timetable. Check out this pro-seller short form stock purchase agreement governed by Delaware law.    

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