Stock Purchase Agreement Services
Sign the wrong SPA, and you’re not just buying the business; you’re buying every lawsuit, tax problem, and bad contract the seller ever signed.
A stock purchase agreement means inheriting everything, assets, liabilities, contracts, and hidden problems. The SPA is the only document that stands between you and expensive surprises.
Types of Deals We’ve Closed
Stock Purchase Agreements That Protect You
Most attorneys grab a generic template, drop in your names, and ship it.
We know which clauses look standard but create massive legal exposure. That practical experience shapes every negotiation and contract we handle for you.
What’s Covered in our stock purchase agreement
Every agreement is different, but these components determine whether your deal holds up. We look for the traps that generalist lawyers miss.
Purchase Price & Deal Structure
The price isn’t just a number, it’s how and when you pay, what adjustments apply, and what happens if the numbers don’t match at close. Even a simple agreement needs clear payment mechanics.
We handle:
Purchase price adjustment triggers
Payment timing and escrow terms
Working capital adjustment formulas
Earnout structure and protection
Closing cash and debt definitions
Representations & Warranties
The seller promises their financials are accurate. When they’re not, these reps and warranties are your only recourse.
We handle:
Scope of seller representations
Disclosure Schedules
Survival periods for claims
Materiality thresholds for breaches
Knowledge qualifiers and definitions
Stock & Equity Terms
Not all stock is created equal. Your common agreement carries different rights than restricted or preferred tiers.
We handle:
Stock class and voting rights
Transfer restrictions and legends
Vesting schedules for key staff
Acceleration and change-of-control
Stock certificate delivery mechanics
Founder & Employee Stock
What happens to the founder’s shares after you buy? If the equity terms aren’t locked down before closing, you’re inheriting a cap table full of question marks.
We handle:
Founder stock repurchase rights
Employee option treatment terms
83(b) election coordination
Cap table verification audits
Pre-emptive rights and ROFR
Preferred Stock & Investor Protections
Preferred stockholders come with liquidation preferences, anti-dilution rights, and board seats baked in. Miss any of that during due diligence, and you’re not actually buying what you think you are.
We handle:
Liquidation preference stacks
Anti-dilution provision mechanics
Board representation rights
Protective provisions and vetoes
Conversion mechanics for equity
Indemnification & Liability Caps
Indemnification is your insurance policy after closing. A bad cap is like having coverage that doesn’t cover the risk.
We handle:
Indemnity caps and baskets
Survival period negotiation
Fundamental vs general reps
Tax and fraud carve-outs
Escrow holdback security terms
Dispute Resolution & Post-Closing
Most buyers don’t think about disputes until they have one. We build the resolution mechanism before you need it.
We handle:
Dispute resolution mechanisms
Governing law and venue
Non-compete and non-solicit covenants
Transition services agreements
Post-closing cooperation terms
Our M&A Team
Every deal is led by attorneys and advisors who have bought, grown, and sold businesses themselves.
Dave Sterrett, Esq.
Founder, Lead Attorney
Dave Sterrett is an entrepreneur-turned-attorney with 20+ years of experience and $100M+ in closed M&A deals. He’s built and sold businesses himself, so he knows what’s at stake on both sides of the table.
Danielle Pezzimenti
Director of Due Diligence
With a background in securities, financial planning, and real estate, Danielle approaches due diligence with the eye of an advisor. She identifies risk and gives buyers the clarity to make confident decisions.
Testimonials
“Working with Sterrett Law during my business acquisition was an absolute game-changer. Dave and his team took care of every detail—from legal due diligence to all the paperwork—so I could stay focused on the big picture. They were super supportive, kept me in the loop at every stage, and were flexible enough to adapt to any last-minute changes. If you’re an entrepreneur looking to buy a business, I can’t recommend them enough. They truly understand the ins and outs of the process and make you feel confident every step of the way.”
Sofia Quintero
“I can’t say enough good things about Dave and his team. Dave was a trusted advisor and confidant in addition to an attorney. He has a knack for getting to the important matters, is conscientious of client needs, and comprehensive. His integrity and demeanor also make him very easy to work with.”
Zain Akbari
“Dave and his team made the buying process as smooth as possible for my first business purchase by going above and beyond what was expected and his rates were the best I found. Definitely give these guys a go for any business acquisitions.”
Phil Stringer
“Wish I could give 6 stars. Dave and his team were incredible partners in my acquisition and went above and beyond the scope of duty. Very experienced, very trustworthy, very responsive, very reasonably priced.”
Ilan Cohen
GET IN TOUCH
Fill out the contact form with basic details of the business you would like to acquire. We will follow up in less than 24 hours if we can perform the due diligence review.
Other SMB Services
Buying or selling an SMB is one of the biggest decisions you will make. Legal Dealmakers provides M&A legal services for both buyers and sellers, combining deep transaction experience with firsthand knowledge of what it takes to run and exit a business.