Draft Markup Of Stock Purchase Agreement Provisions

---
name: draft-markup-spa-provisions-buyer
task_id: corporate-ma/draft-markup-of-stock-purchase-agreement-provisions
description: Guides preparation of a detailed buyer-side SPA markup memorandum with draft-ready redline language, requiring identification of all indebtedness categories from the target's financial statements, verification of escrow economics against the operative transaction terms, cross-checking of earnout economics against the operative transaction terms, and evaluation of whether any extended environmental representation survival is supported by diligence findings.
activates_for: [planner, solver, checker]
---

# Skill: Draft Markup of Stock Purchase Agreement Provisions (Buyer-Side)

## 1. Subject-matter triage (only if applicable)

- Treat the task as a buyer-side markup and commentary assignment, not a generic contract review.
- First confirm the primary deliverable is the redline memorandum file itself; do not let a cover memo or issues summary substitute for draft-ready markup.
- If the source set contains multiple operative economic terms or alternative drafts, enumerate each distinct term set before comparing them.
- If only one term set exists, state that explicitly and analyze against that single operative package.

## 2. Failure modes the skill is correcting

- Proposing changes without draft-ready text that can be dropped into the agreement.
- Relying only on visual redline formatting that may be lost on export, instead of marking each substantive change in plain text.
- Missing debt categories that appear in the target’s financial statements but are not captured by the SPA’s indebtedness definition.
- Failing to verify closing payment mechanics, escrow deductions, and earnout terms against the operative transaction documents rather than the seller draft alone.
- Recommending an extended environmental survival period without tying it to the specific contamination profile and diligence evidence.
- Offering commentary without linking each issue to the source document interaction and the transaction consequence for the buyer.
- Omitting an explicit action recommendation for each flagged point.

## 3. Legal frameworks / domain conventions that apply

- Buyer-side SPA markup typically prioritizes broader protections: tighter definitions, fewer knowledge qualifiers, a materiality scrape where appropriate, stronger indemnity economics, longer survival for targeted risks, and clearer operating covenants for contingent consideration.
- Indebtedness definitions should be tested against all liabilities and payment obligations appearing in the target financial statements and related diligence materials, including obligations that may not be labeled as “debt” but function as repayable financial obligations.
- Escrow and holdback economics must be reconciled to the operative deal terms as written in the signed term sheet or equivalent transaction document, using the same unit of measure used in the source materials.
- Earnout provisions must be checked term-by-term against the operative economics and administration mechanics, including the metric, threshold, floor, maximum, measurement period, and calculation process.
- Environmental survival analysis should be grounded in the type of exposure identified in diligence, the estimated remediation burden, and the expected claims/remediation timing for that exposure type.
- Where the memo states a legal proposition about a drafting choice, cite the governing contract principle, statutory rule, regulation, or other controlling authority relied on in the source materials or standard practice for the transaction context.

## 4. Analytical scaffolds

### A. Indebtedness definition review
- Inventory each debt-like obligation reflected in the target’s financial statements and diligence materials.
- Check whether the SPA definition expressly captures each item or whether any item falls outside the current wording.
- For any omission, propose replacement language that is specific enough to cover the missing category without overbroad spillover.
- Explain the buyer consequence if the item is not captured in closing payment mechanics or indemnity coverage.

### B. Purchase price and escrow mechanics
- Compare the draft SPA closing payment formula to the operative transaction economics.
- Verify escrow, holdback, and any similar reserve against the source terms.
- State the escrow figure in the form used by the source materials, and if the materials use both absolute and relative measures, include both.
- Flag any mismatch between the draft and the operative deal terms, and supply corrected drafting.

### C. Earnout mechanics
- Compare the draft earnout to the operative transaction terms item by item.
- Check the metric, threshold, floor, maximum, measurement period, calculation methodology, and dispute/determination process.
- Add buyer-protective operating covenants only to the extent they are consistent with the transaction framework and the target business’s ordinary course.
- If the draft diverges from the operative terms, identify the discrepancy and propose conforming language.

### D. Representations, warranties, and indemnity economics
- Identify knowledge qualifiers that the buyer’s playbook would remove or narrow.
- Add a materiality scrape where the deal framework supports it.
- Align basket type, basket amount, cap, and survival periods to the buyer position in the playbook.
- Tie each recommendation to the relevant clause interaction and transaction impact.

### E. Environmental survival and special protection
- Evaluate whether a longer survival period for environmental representations is justified by the diligence record.
- Ground any extension in the contamination type, estimated remediation range, and expected timing of claims or cleanup.
- If the evidence supports it, propose a special indemnity or dedicated escrow tailored to the identified exposure.
- If the evidence does not support it, recommend keeping the ordinary survival period and explain why.

### F. Commentary and redline drafting
- For every substantive edit, provide:
  - the current seller wording,
  - the buyer’s proposed replacement wording,
  - a short rationale tied to the source materials.
- Make each change readable from the plain-text content alone using explicit textual change markers in addition to any visual markup.
- Keep the drafting exact enough to be inserted into the agreement without additional rewriting.

## 5. Vertical / structural / temporal relationships (only if applicable)

- Where one clause depends on another, analyze the interaction rather than treating provisions in isolation; for example, a debt definition may affect purchase price adjustments, closing deliverables, or indemnity scope.
- Where a diligence issue spans multiple documents, reconcile the SPA language with the term sheet, financial statements, and any risk report before proposing revised language.
- Where a term operates over time, distinguish signing, closing, post-closing survival, claim assertion, remediation, and earnout measurement periods.
- If multiple exposure types or periods are implicated, separate them and address each on its own terms instead of using a single composite recommendation.

## 6. Output structure conventions

- Organize the memorandum by article or provision group in conventional SPA order.
- Open with a brief severity legend using an ordinal scale such as Critical / High / Medium / Low, and apply that scale uniformly to each issue.
- For each issue entry, include:
  - severity,
  - issue title,
  - current seller language,
  - buyer redline language,
  - rationale,
  - source cross-reference,
  - downstream buyer consequence,
  - recommended action.
- Use robust textual redline markers so the proposed changes survive export, such as explicit deleted/inserted/replaced text conventions, not styling alone.
- Keep each recommendation specific, imperative, and tied to a responsible role and timing anchor drawn from the deal process.
- Close with a short action list that directs next drafting steps, confirms the final markup package is complete, and identifies any open items needing follow-up before circulation.