# Purchase agreement review
> Source: https://legalcode.md/skills/legalcode-purchase-agreement-review | [HTML version](https://legalcode.md/skills/legalcode-purchase-agreement-review)

Review stock purchase agreements (SPAs) and asset purchase agreements (APAs) clause-by-clause against market standards or a transaction playbook.

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.

This skill reviews stock purchase agreements (SPAs) and asset purchase agreements (APAs) against an organization's transaction playbook or general M&A market standards. It identifies clause deviations, classifies their severity, generates actionable redline suggestions, and produces a confidence-scored, auditable analysis with negotiation strategy and business impact assessment. **Covers:** - Clause-by-clause analysis of SPAs and APAs across 22 analytical categories - Critical deal mechanics assessment (purchase price, escrow, reps scope, indemnification) - SPA vs. APA deal-type differentiation with explicit path branching - MAC/MAE clause analysis against current Delaware and UK judicial standards - Indemnification basket and cap analysis against current market benchmarks - Earnout provision analysis with anti-manipulation and dispute-resolution review - Representations and warranties insurance (RWI/W&I) interaction analysis - GREEN/YELLOW/RED deviation classification with confidence scoring - Redline generation with fallback positions - Missing clause detection and gap analysis - Negotiation strategy with Tier 1/2/3 prioritization - Multi-stakeholder impact mapping (buyer, seller, financing sources, regulators) - Glass Box audit trail for traceability **Does not:** - Draft new purchase agreements (see drafting-specific skills) - Provide legal advice or replace qualified M&A counsel - Perform financial or accounting analysis of deal economics - Conduct tax due diligence (see `legalcode-ma-due-diligence-checklist`) - Apply to one jurisdiction ...

## Jurisdictions

Global



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