Home Blog Top Concerns Clients Have About Stock Purchase Agreements

Top Concerns Clients Have About Stock Purchase Agreements

This page explains the top concerns clients have about stock purchase agreements and how lawyers from ContractsCounsel can help you.
author profile
By Ray Allen
Founder @ ContractsCounsel
Last Updated: November 19, 2025

Jump to Section

Quick Facts — Shares Purchase Agreement Lawyers

What Are Common Client Concerns in Stock Purchase Agreements?

Stock purchase agreements outline terms and conditions for the transfer of ownership from the seller to the buyer. Our research has found that sellers and buyers have similar concerns when reviewing them.

In this article, we feature the most common concerns clients have about stock purchase agreements, based on project data from ContractsCounsel. These include legal protection, share restrictions, payment terms, and limited involvement.

Note: Our data comes from ContractsCounsel’s real, anonymized project data. ContractsCounsel is an online legal platform connecting clients with vetted lawyers for contract review and drafting.

Legal Protection and Coverage

Concern 1: It’s common for clients to worry that the contract doesn’t give them enough legal protection. They want to avoid misunderstandings and ownership issues.

How lawyers help: To ensure risks are appropriately assigned and the client is protected, attorneys review clauses about representations, indemnification, and warranties.

Share Restrictions and Dilution Concerns

Concern 2: We’ve seen that shareholders and buyers are concerned about things that can reduce their ownership value, such as dilution or transferring limits.

How lawyers help: Lawyers will check all transfer clauses and any restrictions. This protects the client’s ownership rights.

Payment Terms and Tax Liabilities

Concern 3: Payment and tax clauses need to be transparent, such as in terms of timing and how payments are made.

How lawyers help: Lawyers check all payment terms and schedules. They’ll also view escrow arrangements and deal with tax professionals. This reduces liability risk while keeping the document compliant.

Limited Involvement or Unawareness

Concern 4: If they don’t have experience with stock transactions, clients might not participate much during the negotiation phase.

How lawyers help: A lawyer keeps all clauses fair and clear so all parties understand their responsibilities and risks.

Key Takeaways

  • Our data shows leading concerns for clients include payment terms, taxes, and legal protection.
  • Disputes can be avoided with transparent ownership and payment terms.
  • A lawyer reviews the deal to protect the client’s interests.

Need help with your stock purchase agreement?

Post your project for free on ContractsCounsel. Vetted lawyers will review your stock purchase agreement to give you peace of mind.


ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.


Meet some of our Lawyers

Nicholas V. on ContractsCounsel
View Nicholas
5.0 (12)
Member Since:
February 28, 2022

Nicholas V.

Attorney
Free Consultation
Denver, CO
8 Yrs Experience
Licensed in AL, CO, NY, TX
Texas A&M University School of Law

I am a solo practitioner, and manager of the Law Office of Nicholas J. Vail, PLLC, with offices in Denver, Colorado and Austin, Texas with a focus on general business and real estate contracts.

Recent  ContractsCounsel Client  Review:
5.0

"Nicholas was great! Highly recommend and I will be using his services again."

Keidi C. on ContractsCounsel
View Keidi
5.0 (19)
Member Since:
August 25, 2021

Keidi C.

Principal Attorney
Free Consultation
Boston, MA
28 Yrs Experience
Licensed in MA, NY
New England Law | Boston

Keidi S. Carrington brings a wealth of legal knowledge and business experience in the financial services area with a particular focus on investment management. She is a former securities examiner at the United States Securities & Exchange Commission (SEC) and Associate Counsel at State Street Bank & Trust and has consulted for various investment houses and private investment entities. Her work has included developing a mutual fund that invested in equity securities of listed real estate investment trusts (REITs) and other listed real estate companies; establishing private equity and hedge funds that help clients raise capital by preparing offering materials, negotiating with prospective investors, preparing partnership and LLC operating agreements and advising on and documenting management arrangements; advising on the establishment of Initial Coin Offerings (ICOs/Token Offerings) and counseling SEC registered and state investment advisers regarding organizational structure and compliance. Ms. Carrington is a graduate of Johns Hopkins University with a B.A. in International Relations. She earned her Juris Doctorate from New England Law | Boston and her LL.M. in Banking and Financial Law from Boston University School of Law. She is admitted to practice in Massachusetts and New York. Currently, her practice focuses on assisting investors, start-ups, small and mid-size businesses with their legal needs in the areas of corporate and securities law.

Recent  ContractsCounsel Client  Review:
5.0

"Received very meaningful advice and I hope to work with you in the future."

Zachary J. on ContractsCounsel
View Zachary
5.0 (424)
Member Since:
May 27, 2022

Zachary J.

Principal
Free Consultation
Crown Point, IN
7 Yrs Experience
Licensed in IL
The University of Michigan Law School

I am a solo-practitioner with a practice mostly consisting of serving as a fractional general counsel to growth stage companies. With a practical business background, I aim to bring real-world, economically driven solutions to my client's legal problems and pride myself on efficient yet effective work.

Recent  ContractsCounsel Client  Review:
5.0

"Zachary was a huge help in finalizing my lease terms and getting it signed! Thank you!"

Michael S. on ContractsCounsel
View Michael
4.9 (8)
Member Since:
April 16, 2023

Michael S.

Managing Partner
Free Consultation
Los Angeles, California
31 Yrs Experience
Licensed in CA, NY
Harvard Law School

I began my career at "big law" firms, worked in-house for 14 years, and now have my own practice, providing big law quality at small firm rates. My practice focuses on strategic and commercial transactions, including M&A, preferred stock and common stock offerings, asset purchases and sales, joint ventures and strategic partnerships, stock option plans, master services agreements and SOWs, software development and license agreements, SaaS agreements, NDAs, employment and consulting agreements. I also manage corporate governance, advise boards and executives, and act as outside general counsel. I represent clients across the country and around the world.

Recent  ContractsCounsel Client  Review:
4.0

"Completed most of the work with majority of the answers correct!"

Bryan B. on ContractsCounsel
View Bryan
4.9 (179)
Member Since:
October 1, 2020

Bryan B.

Lawyer
Free Consultation
Austin, TX
10 Yrs Experience
Licensed in TX
Penn State Law

Experienced attorney and tax analyst with a history of working in the government and private industry. Skilled in Public Speaking, Contract Law, Corporate Governance, and Contract Negotiation. Strong professional graduate from Penn State Law.

Recent  ContractsCounsel Client  Review:
5.0

"Bryan was swift, communicative, and incredibly helpful. Will definitely work with him again!"

Rebecca R. on ContractsCounsel
View Rebecca
5.0 (6)
Member Since:
March 16, 2022

Rebecca R.

Attorney
Free Consultation
St. Petersburg, FL/Nashville, TN
25 Yrs Experience
Licensed in FL, TN
University of Tennessee College of Law

Experienced attorneyin leasing, NDA, family law, commercial real estate, immigration and employment . Well versed in internal and external policy document and manual creation.

Recent  ContractsCounsel Client  Review:
5.0

"Quickly understood our requirements and created a customized doc to meet our needs with a fast turnaround... We'd definitely work with Rebecca again!"

Joann H. on ContractsCounsel
View Joann
Member Since:
March 23, 2022

Joann H.

Attorney at Law
Free Consultation
Miami
26 Yrs Experience
Licensed in FL, NY
University of Buffalo School of Law; SUNY at Buffalo School of Law

I practiced law for the past 22 years in Immigration, Bankruptcy, Foreclosure, Civil Litigation, and Estate Planning. I am interested in downsizing to a more workable schedule to allow the pursuit of other interests.

Find the best lawyer for your project

Browse Lawyers Now

See Real Stock Purchase Agreement Projects

Delaware representation in seed investment in tech startup Review
  • Delaware
  • 2 lawyer bids
  • $1,200 - $1,200
View Details
Texas Draft Investor Agreement for my LLC Drafting
  • Texas
  • 6 lawyer bids
  • $725 - $2,500
View Details
Delaware Put Option Agreement Metaluck Drafting
  • Delaware
  • 2 lawyer bids
  • $1,000 - $1,200
View Details
Texas PHARMACY SECURITIES PURCHASE AGREEMENT Drafting
  • Texas
  • 4 lawyer bids
  • $800 - $2,495
View Details
Texas Create Series A Preferred Stock Purchase Agreement Drafting
  • Texas
  • 7 lawyer bids
  • $350 - $1,500
View Details
Delaware Review Stock Transfer Agreement Review
  • Delaware
  • 6 lawyer bids
  • $650 - $3,000
View Details

See all Stock Purchase Agreement projects

Quick, user friendly and one of the better ways I've come across to get ahold of lawyers willing to take new clients.

View Trustpilot Review

Need help with a Shares Purchase Agreement?

Create a free project posting
Clients Rate Lawyers 4.9 Stars
based on 22,830 reviews
CONTRACT LAWYERS BY TOP CITIES
See All Business Lawyers

Contracts Counsel was incredibly helpful and easy to use. I submitted a project for a lawyer's help within a day I had received over 6 proposals from qualified lawyers. I submitted a bid that works best for my business and we went forward with the project.

View Trustpilot Review

I never knew how difficult it was to obtain representation or a lawyer, and ContractsCounsel was EXACTLY the type of service I was hoping for when I was in a pinch. Working with their service was efficient, effective and made me feel in control. Thank you so much and should I ever need attorney services down the road, I'll certainly be a repeat customer.

View Trustpilot Review

I got 5 bids within 24h of posting my project. I choose the person who provided the most detailed and relevant intro letter, highlighting their experience relevant to my project. I am very satisfied with the outcome and quality of the two agreements that were produced, they actually far exceed my expectations.

View Trustpilot Review

Need help with a Shares Purchase Agreement?

Create a free project posting
Clients Rate Lawyers 4.9 Stars
based on 22,830 reviews

Want to speak to someone?

Get in touch below and we will schedule a time to connect!

Request a call

Find lawyers and attorneys by city