Negotiation of M&A Stock Purchase Agreement

1/24

Open to the public

On January 24, 2017, the Corporate Lab hosted a Mock Negotiation led by three partners from Nixon Peabody of a model stock purchase agreement of a privately-held corporation. David Bronner, who specializes in mergers & acquisitions and corporate counseling, acted as a moderator and struck a balance between student involvement and a spirited negotiation. David Brown, who focuses his practice on private equity, mergers and acquisitions, capital markets and securities, and general business counseling, took on the role of the buyer’s counsel and demonstrated various techniques for students to emulate in future negotiations. Finally, Brian Krob, deputy chair of the Nixon Peabody mergers department, acted as the seller’s counsel and illustrated how to firmly push back on the buyer’s demands. The team ran a detailed simulation covering financial statements, undisclosed liabilities, disclosure representations, the accuracy of representation, and indemnification clauses.