A stock purchase agreement (SPA) is a legal document that spells out the circumstances of buying and selling stock in a firm.[1] The post-closing obligations, which are the buyer's and seller's responsibilities following the transaction's conclusion, are one of the essential elements of the SPA process.
Strategies for Addressing Post-Closing Obligations
Post-closing obligations typically involve the transfer of assets or liabilities, the continuation of certain contracts, or the provision of transition services.[2] These responsibilities might be complicated, therefore careful planning is necessary to ensure a smooth transition following the sale. For instance, the buyer could wish to ensure the perpetuation of a supply agreement after the sale is finished to guarantee company continuity, especially if the seller has an ongoing supply agreement with a crucial client.
Negotiating and drafting specific SPA terms in advance is one method for handling post-closing duties. These clauses ought to spell out both parties' future responsibilities in detail and offer a plan for handling any potential conflicts. It is crucial to make sure the provisions are thorough and include every important facet of the post-closing obligations.
Another strategy is making a post-closing plan apart from the agreement. To guarantee a smooth transition, the plan should include the precise actions that must be followed after the transaction is finished. The strategy should be comprehensive and address all post-closing requirements, including the transfer of assets, the termination of contracts, and the provision of transition services.
A third-party account known as an escrow account is used to store money until specific requirements are satisfied.[3] To ensure that the seller performs its post-closing commitments, the parties could decide to agree to deposit a portion of the purchase price into an escrow account. The money can be given to the vendor once the conditions are met.
Conclusion
In conclusion, addressing post-closing obligations is a crucial aspect of any stock purchase agreement. It is essential to negotiate and draft comprehensive provisions, establish a post-closing plan, and consider using an escrow account to ensure a successful transition after the sale. Consulting with legal counsel can be crucial to navigating the complexities of post-closing obligations and ensuring a successful outcome.
This blog post is intended to be for educational purposes only and does not constitute legal advice. You should always consult with qualified legal counsel to determine applicable legal requirements in a specific fact situation, as every case is unique. This also does not constitute an attorney-client relationship
[1] What is a Stock Purchase Agreement? - Definition from Divestopedia. (n.d.). Divestopedia.com., (last updated Sept. 16, 2013), https://www.divestopedia.com/definition/890/stock-purchase-agreement-spa.
[2] Erick Lopez, Anatomy of a Stock Purchase Agreement, The M&A Lawyer Blog., https://themalawyer.com/anatomy-of-a-stock-purchase-agreement/ (last visited April 4, 2023).
[3] Escrow Accounts for Business Transactions, Management Co., ADM., (Nov. 23, 2022), https://americandeposits.com/escrow-account-business-transactions/.