Negotiating the Acquisition or Sale of a Business Using a Stock Purchase Agreement (SPA) (On Demand Seminar)

MCLE Credits: 3.0
Ethics Credits Included: 0.0

MCLE Credit: 3.0 (Ethics: 0.0)
Live-Interactive Credit: 0.0
Price: $189 (Includes a downloadable audio version.)
Viewable Through: 11/30/2023


A pre-recorded streaming AUDIO replay of the November 2020 webcast, Negotiating the Acquisition or Sale of a Business Using a Stock Purchase Agreement (SPA).

Course Outline

Do you have clients looking to buy or sell a business?

  • Learn the basics and more of acquiring or selling a business using an SPA
  • Get an overview of and rationale for the architecture of an SPA, including major tax aspects
  • Review a typical timeline of a stock purchase, from initial discussions of the deal through a simulated negotiation between counsel for buyer and seller
  • Learn the role that an investment banker may play in larger transactions

This lively, 3-hour course will cover the mechanics and strategies of negotiating the purchase and sale of a business by means of a Stock Purchase Agreement (SPA), and will include a discussion of some of the major tax aspects. The program will begin with the background facts of a hypothetical transaction, with discussion about the buyer’s and seller’s differing objectives and their strategies for achieving them. The remainder of the program will consist of a simulated negotiation between counsel for buyer and seller. The program will also demonstrate the important role an investment banker can have in connection with this type of transaction.

Topics to be covered include:

  • Transaction Timeline
  • Engaging an Investment Banker or Business Broker
  • Structuring Considerations
  • Letter of Intent
  • Representations and Warranties
  • Purchase Price Adjustments
  • Earnouts/Contingent Consideration
  • Deferred Consideration
  • Post-closing Covenants
  • Conditions to Closing
  • Indemnification
  • Representation and Warranty Insurance
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Joel M. Birken, ReesBroome, PC / Tysons
David J.  Charles, ReesBroome, PC / Tysons
Matt Whitaker, Quantive Advisors / Tysons


Joel M. Birken, ReesBroome, PC / Tysons

Joel Birken is a founding shareholder in the Tysons law firm of Rees Broome, PC, where he specializes in merger and acquisition transactions, corporate and general business, employment, and technology law. He earned his bachelor’s and law degrees from The George Washington University. Mr. Birken is a member of the American Bar Association and the Fairfax Bar Association, a member of the Virginia State Bar and a former chair of its Standing Committee on Lawyer Discipline, and a fellow of the Virginia Law Foundation.

David J. Charles, ReesBroome, PC / Tysons

David Charles counsels clients on corporate, securities, finance, and transactional matters, including mergers and acquisitions for public and private companies operating in a variety of industries, such as energy, defense, health care, e-commerce, information-technology products and services, financial services, and consulting services. He counsels clients of public and private entities involving complex business issues, including the alignment of corporate strategy to accomplish corporate goals. He has substantial experience with structuring complex transactions, negotiating financial and legal deal terms, and drafting definitive documentation. He has advised clients on more than 100 M&A transactions.

Prior to joining Rees Broome, as a shareholder, Mr. Charles was a partner with the international law firm Pillsbury Winthrop Shaw Pittman and General Counsel and Vice President of Business Development for think XML, Inc. In that capacity, he provided general legal and business advice to a 50-person, private software company.

Matt Whitaker, Quantive Advisors / Tysons

Matt Whitaker is a Managing Director of M&A at Quantive Advisors  ( Quantive provides Valuation services, M&A Advisory services, and Exit Planning, or “Value Engineering” services for companies in the lower middle market.   His practice is concentrated in the government contracting sector, with a focus on technology companies. 

Mr. Whitaker has worked on transactions in multiple industries including Civil Engineering, Management Consulting, Health Care, EdTech, and Sports Tech. He is the owner of Intelligent Office of Alexandria, an executive office suite that provides administrative and telephone receptionist services to small businesses and solo practitioners.  Previously, he was the COO of iFinance, Business Manager at Capital One, a Manager at AT Kearney Management Consultants and a production manager at a Procter and Gamble manufacturing facility. 

Mr. Whitaker started his career by serving four years as an officer in the U.S. Navy, primarily as Gunnery Officer on USS Comte de Grasse (DD 974). He graduated from the University of Pennsylvania with a BSE in Mechanical Engineering and from the University of Chicago’s Booth School of Business with an MBA with High Honors.

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