Recent Answers to Stock Purchase Agreement Law Questions

I am currently a shareholder in a startup company and I am looking to purchase additional stock in the company. I am concerned about the termination rights associated with the stock purchase agreement, as I want to ensure that I am protected in the event of a dispute or termination of the agreement. I am looking for advice from a lawyer to ensure that my rights and interests are protected.

Merry K.

Answered Aug 29, 2023

You can submit a request for a review through ContractsCounsel and WA State attorneys will bid on your job. You can also find WA State attorneys through wsba.org. I'm not able to review this kind of agreement myself, but my words of advice are to not put all your investment eggs in one basket - diversify your investments into real estate, stable and secure stock, etc. Too many people put all their money into the company they work for, and lose everything when their company goes bankrupt.

I am a small business owner looking to purchase a company and I am interested in understanding more about a stock purchase agreement. I understand that this type of agreement is used when a buyer wishes to purchase the stock of a company, but I would like to learn more about the specifics of the agreement and what is involved in the process.

Thomas L.

Answered Aug 25, 2023

There are two ways to purchase a company. Buy its assets individually, or purchase the stock of the company. Buying the assets is more legal work, and more expensive and disruptive to the purchased business' relationship with third parties such as employees, customers, vendors, and banks, but avoids assuming the liabilities of the selling company. Buying the stock of the company is far less disruptive, but runs the risk of assuming undisclosed liabilities of the company.

I am a business owner looking to purchase a company that is currently owned by another individual. I have received a stock purchase agreement and am looking to understand the stock transfer restrictions associated with the agreement. I am hoping to understand the restrictions that will be placed on me as part of the agreement, as well as any restrictions that the current owner may have to abide by.

Thomas L.

Answered Aug 15, 2023

Generally, the common restriction is a right of first refusal, meaning if you later sell the stock, you have to allow the prior owner an opportunity to buy the stock back. In contrast, you would usually impose a non-compete on the seller.

I am a small business owner looking to purchase a stock from another business. I am in the process of reviewing the Stock Purchase Agreement and have a question regarding the survival period. I need to understand the meaning of the survival period and how long it lasts, as it is an important factor when making the decision to purchase the stock.

Thaddeus W.

Answered Aug 11, 2023

Good question! Though, more information would be needed. This seems like something you would want to submit a formal request for bids on. This is square within my practice area, so I'd love to consider assisting you. ~Thaddeus Wojcik, Wojcik Law Firm, PC

I am looking to purchase a company and have been presented a stock purchase agreement. I am also required to sign a stockholder representation letter. I am looking for advice on what these documents mean, how they are connected, and what rights and obligations they create for me as a potential buyer.

Thaddeus W.

Answered Aug 11, 2023

Happy to discuss, but it looks like you might want to submit a formal request for bids.

I am in the process of buying a business and have been asked to sign a Stock Purchase Agreement. I am concerned about the language in the agreement that includes a non-competition clause, and would like to understand the implications of signing the agreement and if there are any potential risks that I should be aware of.

Gregory F.

Answered Jul 6, 2023

I would be happy to schedule a paid telephone consultation with you to review the non-compete (and any other provisions in the agreement), advise you on its scope and enforceability, and answer your questions. Please contact me via email at greg@fidlonlegal.com to discuss.