What is a Sale and Purchase Agreement (SPA)? A Sale and Purchase Agreement (SPA) is a legally binding contract outlining the agreed-upon conditions of the buyer and seller of a property (e.g., a corporation). It is the main legal document in any sale process. In essence, it sets out the agreed elements of the deal,…
What is a Stock Acquisition? In a stock acquisition, a buyer acquires a target company’s stock directly from the selling shareholders. With a stock sale, the buyer is assuming ownership of both assets and liabilities – including potential liabilities from past actions of the target. The buyer is merely stepping into the shoes of the…
What is an Asset Acquisition? An asset acquisition is the purchase of a company by buying its assets instead of its stock. In most jurisdictions, an asset acquisition typically also involves an assumption of certain liabilities. However, because the parties can bargain over which assets will be acquired and which liabilities will be assumed, the…
What is a Poison Pill? A shareholder rights plan, more commonly known as a poison pill, is a company’s defense against a potentially hostile, or unsolicited, takeover attempt. The general idea of a poison pill is to dissuade any outside takeover attempt by either making the company less desirable or by typically diluting an acquirer’s…
What is a Roll Up Strategy? A roll up strategy is the process of acquiring and merging multiple smaller companies in the same industry and consolidating them into a large company. Combining small firms into a larger company allows the latter to pull their resources together, cut down on operational costs, and increase revenues. …
What is Reverse Takeover (RTO)? A Reverse Takeover (RTO), often known as a reverse IPO, is the process in which a small private company goes public by acquiring a larger, already publicly listed company. The practice is contrary to the norm because the smaller company is taking over the larger company – thus, the merger…
What is BATNA? BATNA is an acronym that stands for Best Alternative To a Negotiated Agreement. It is defined as the most advantageous alternative that a negotiating party can take if negotiations fail and an agreement cannot be made. In other words, a party’s BATNA is what a party’s alternative is if negotiations are unsuccessful….
What is an Independent Sponsor? An independent sponsor, also referred to as a fundless sponsor, is an individual or capital group seeking to acquire a company, who does not have the equity financing needed for the transaction in advance. The independent sponsor recognizes a target company and then seeks an investor that can provide equity…
What is a Smart Contract? A smart contract is a self-executing contract whose terms of the agreement between the contract’s counterparties are embedded into lines of code. Essentially, a smart contract is a digital version of the standard paper contract that automatically verifies fulfillment and enforces and performs the terms of the contract. The concept of…
