A: Not necessarily. It depends on the By-Laws and Shareholder Agreements who has authority to issue stock. I would recommend a rep and warranty that they have the authority and all appropriate Approvals have been secured.
A: I would focus on:
What obligations do you have under the reps and warranties?
Is there an escrow holdback?
Is there any liabilities staying with you.
A: For Acquisition of land I would recommend local. That is a localized practice area. Something like Delaware Corporate different thing in my opinion.