Draft Spa Drafting

---
name: draft-spa-buyer-side-dataroom
task_id: corporate-ma/draft-spa-drafting
description: Guides drafting of a buyer-side stock purchase agreement from a data room where equity ownership, financing payoff mechanics, change-of-control compensation issues, and regulatory clearance provisions must all be sourced from transactional documents.
activates_for: [planner, solver, checker]
---

# Skill: Full SPA Drafting from Data Room (Buyer Side)

## 1. Subject-matter triage
- Treat the stock purchase agreement as the primary deliverable and draft it first; the closing checklist and drafting memo come after the agreement exists and is internally consistent.
- Identify the seller group from legal ownership records, not from business contacts or deal notes, and confirm whether any holder is a trust, estate, holding vehicle, or similar record owner.
- Separate issues that affect signing, pre-closing, closing mechanics, and post-closing covenants so the agreement, checklist, and memo do not collapse distinct workstreams into one clause.
- If the data room contains multiple candidate figures or mechanics for the same topic, enumerate them before choosing among them and state why one controls.

## 2. Failure modes the skill is correcting
- Seller parties are identified by individual names rather than by the legal entity or trust that holds the equity, causing the agreement to name the wrong parties.
- Regulatory-clearance provisions are drafted as a single closing condition without the related cooperation covenant and outside-date termination right, leaving key components absent.
- Change-of-control compensation is taken at face value without reconciling the same item across diligence documents, so acceleration, severance, retention, or approval mechanics are omitted.
- Credit-facility payoff pricing is taken from a summary instead of the governing debt document, producing an inaccurate payoff or closing funds flow.
- Escrow, holdback, and release mechanics are left generic, which creates avoidable post-closing dispute risk.
- Termination language is incomplete because it omits outside-date mechanics, party-specific termination rights, or the consequences of termination.

## 3. Legal frameworks / domain conventions that apply
- Buyer-side SPA drafting should track the governing corporate transfer mechanics, the applicable conditions to closing, funds-flow obligations, indemnification architecture, and post-closing covenants.
- Seller identification follows the legal title chain reflected in cap table, transfer instruments, equity grant records, and any trust or entity documentation.
- Regulatory-clearance drafting should pair the closing condition with an affirmative cooperation covenant and a termination right tied to the outside date.
- Change-of-control compensation requires review for approval, acceleration, severance, or similar transaction-triggered payment features under the governing employment, equity, and benefit documents.
- Debt payoff and prepayment economics must be sourced from the operative credit agreement and related payoff letters, not from banker summaries.
- Escrow provisions should specify the escrowed amount, duration, claim procedure, and release timing with transaction-specific precision.
- Termination provisions should include the outside date, ordinary and failure-based termination rights, and the effect of termination on deposits, fees, and surviving obligations.
- When drafting any legal proposition in the memo or checklist, cite the controlling authority or operative document section that supports it, rather than stating a bare conclusion.

## 4. Analytical scaffolds
- Build the party section from the cap table and ownership chain, then verify signature authority and consistency across ancillary equity records.
- For each closing condition, ask whether it also requires a related covenant, notice, cooperation obligation, or post-signing deadline.
- For each transaction-triggered compensation item, compare every diligence source that addresses it and reconcile differences before adopting a drafting position.
- For each debt item, confirm the payoff source document, any prepayment premium or call protection, interest accrual cutoff, and lien release steps.
- For each escrow or indemnity mechanic, specify who holds the funds, when claims may be made, how disputes are resolved, and when amounts are released.
- For each termination concept, test whether the clause is balanced across parties and whether related sections cross-reference it correctly.
- If the source materials present more than one possible drafting path, state the alternatives in the memo and explain the selected approach with the controlling document or authority.

## 5. Vertical / structural / temporal relationships
- Draft the agreement in a sequence that tracks transaction timing: signing, interim period, closing, post-closing covenants, indemnification, and termination.
- Align closing deliverables with the closing checklist so each deliverable corresponds to a required action, condition, or document.
- Use the memo to capture open issues, judgment calls, and cross-document reconciliation, especially where one source document conflicts with another.
- Where a provision depends on a future event or third-party action, identify the trigger, the responsible party, and the timing anchor.

## 6. Output structure conventions
- Produce three deliverables: a stock purchase agreement, a closing checklist, and a drafting memorandum.
- Draft the agreement as a complete operative contract, not as a summary or outline.
- Draft the closing checklist as an action-oriented list tied to conditions, deliverables, and responsible parties.
- Draft the memorandum by issue, with each issue stating the drafting choice, the source basis, any open question, and the recommended next step.
- The memorandum should end with a concise recommended-actions section that assigns responsibility and timing for outstanding items.
- Before finishing, verify that each named file contains substantive content and that the agreement is the lead deliverable, not the memo.