Skill

legalcode-purchase-agreement-review

Review stock purchase agreements (SPAs) and asset purchase agreements (APAs) clause-by-clause against market standards or a transaction playbook. Analyzes representations and warranties (fundamental vs. general, materiality and knowledge qualifiers, materiality scrape), purchase price adjustment mechanisms (locked box vs. completion accounts, NWC targets, true-up), indemnification mechanics (tipping baskets, true deductibles, caps, survival periods, fraud carve-outs), MAC/MAE clauses and closing conditions, earnout provisions (metrics definition, anti-manipulation covenants, accounting standards, dispute resolution), escrow and holdback arrangements, representations and warranties insurance (RWI/W&I), non-compete and non-solicitation covenants, pre- and post-closing covenants, employee and benefits provisions, and specific indemnities (tax, environmental, pending litigation). Classifies findings GREEN/YELLOW/RED with confidence scoring, negotiation-tier prioritization, and actionable redlines with fallback positions. Use for buy-side or sell-side M&A transactions, private equity acquisitions, strategic acquisitions, carve-outs, founder exits, distressed sales, and management buyouts. Covers US, UK, and EU deal conventions with jurisdiction markers. Supports transaction-playbook-based or general-market-standard review.