Draft Purchase Agreement

---
name: draft-buyer-favorable-spa
task_id: corporate-ma/draft-purchase-agreement
description: Guides drafting of a buyer-favorable stock purchase agreement from transaction materials, with an accompanying issues memorandum identifying material concerns encountered during drafting.
activates_for: [planner, solver, checker]
---

# Skill: Buyer-Favorable SPA Drafting from LOI and Diligence

## 1. Subject-matter triage
- Treat the SPA as the primary deliverable and the issues memorandum as secondary.
- Draft the agreement first, in full operative form, and only then prepare the memo; do not let the memo substitute for missing contract language.
- If the source set includes multiple target entities, multiple signing parties, or multiple closing conditions, enumerate them before drafting and resolve each separately rather than using a generic composite treatment.

## 2. Failure modes the skill is correcting
- Earnout provisions are drafted without the full set of protections required to make an earnout workable: accounting methodology, seller audit rights, anti-manipulation covenant, and neutral accountant dispute mechanism are each independent drafting elements.
- Regulatory clearance provisions are treated as a single item rather than as distinct SPA obligations.
- The issues memo omits change-of-control consent analysis for key contracts in a stock purchase context, where technical non-assignment does not eliminate consent risk.
- Environmental indemnification is addressed generically rather than being tied to specific diligence-identified contamination or compliance issues.
- Drafting tracks the LOI at a high level but fails to convert agreed economics, conditions, covenants, and post-closing protections into clause-level language.
- The memo identifies concerns without tying them to transaction mechanics, contract cross-references, and deal consequences.
- Buyer-favorable drafting is diluted by balanced or seller-neutral fallback language where the record supports a stronger buyer position.

## 3. Legal frameworks / domain conventions that apply
- Earnout drafting should include a consistent accounting methodology binding post-closing, seller inspection or audit rights, a covenant against intentional manipulation of earnout inputs, and a neutral accountant or similar expert-resolution mechanism.
- Working capital mechanics should be paired with interim-operations covenants, books-and-records access, and anti-manipulation language so the closing balance sheet and post-closing true-up are not distorted.
- Regulatory clearance provisions should be separated into closing conditions, cooperation covenants, and outside-date or termination mechanics.
- In a stock purchase, assignment doctrine is not the only consent issue; change-of-control clauses in material contracts may independently require consent even where title to the contract does not transfer.
- Environmental risk identified in diligence should be handled through specific representations, special indemnities, escrows, covenants, or remediation obligations, not only through generic catch-all language.
- Known IP disputes, threats, or infringement claims warrant deal-specific reps, covenants, and indemnification tailoring rather than reliance on boilerplate alone.
- Buyer-favorable drafting commonly uses knowledge qualifiers, materiality scrapes, survival periods, escrow or holdback mechanics, and closing condition packages to convert diligence findings into enforceable protections.
- Legal conclusions in the memo should be tied to the governing contract doctrine, statute, regulation, or other controlling authority relied on in the source record or in recognized transactional practice.

## 4. Analytical scaffolds
- Extract the agreed business points from the LOI and diligence materials, then map each point to the SPA article, section, schedule, or exhibit that should implement it.
- For each material deal point, ask whether the clause belongs in representations, covenants, conditions precedent, indemnification, purchase price mechanics, or termination; do not collapse distinct functions into one provision.
- Draft the purchase mechanics so the consideration provisions, adjustments, and contingent payments work together without internal inconsistency.
- For contingent consideration, include the measurement methodology, reporting obligations, seller access rights, covenant restrictions, dispute process, and any special acceleration or payment mechanics supported by the record.
- For diligence-identified risks, convert the factual issue into a contract hook: a rep, a closing condition, a special indemnity, a covenant, a disclosure schedule entry, or a post-closing remedy.
- When multiple contracts or permits are implicated, analyze each separately and reflect the result in both the SPA and the memo.
- For each issue in the memo, state the affected clause or schedule, the transaction consequence, and the drafting response.
- If the record does not support a requested buyer protection, flag the gap explicitly and propose the nearest defensible fallback.

## 5. Vertical / structural / temporal relationships
- Separate pre-signing, signing-to-closing, and post-closing obligations; do not mix diligence, closing conditions, and indemnification in one undifferentiated paragraph.
- Treat representations as statements of present and past fact, covenants as forward-looking conduct promises, conditions as closing gates, and indemnities as post-closing risk allocation.
- Align survival, claim, and notice mechanics with the timing of the risk being addressed, especially for tax, environmental, employment, and operational issues that can mature after closing.
- If multiple assets, facilities, permits, or business lines appear in the materials, address them by location or function so that each risk is tied to the correct operational unit.
- Where the source materials identify a hierarchy of priority among issues, carry that hierarchy into the SPA drafting order and the memo organization.

## 6. Output structure conventions
- Produce two deliverables: a stock purchase agreement and a drafting issues memorandum.
- The SPA should read like a complete acquisition agreement with standard articles for definitions, purchase and sale, purchase price mechanics, representations and warranties, covenants, conditions to closing, indemnification, termination, and miscellaneous provisions.
- Use buyer-favorable drafting conventions consistently, including appropriate knowledge and materiality qualifiers, disclosure schedule mechanics, and special remedies where the record supports them.
- The issues memorandum should be organized by subject matter category, and each entry should identify the concern, the clause or document it affects, the consequence to the buyer, and the recommended drafting response.
- Every memorandum issue should include an explicit severity label using a consistent ordinal scale stated once at the top of the memo.
- End the memorandum with a concise Recommended Actions section that assigns the next step to a role and ties it to a transactional milestone or deadline if one appears in the record.
- If the source documents identify a governing statute, regulation, contract doctrine, or other authority relevant to a conclusion, cite that authority in the memorandum rather than stating the conclusion as unsupported assertion.
- Before finalizing, confirm that the SPA file is the substantive deliverable, the memo is present and non-empty, and both files contain operative drafting rather than summaries of what should be drafted.