Structure drives the document
In a stock purchase, the buyer acquires the company with its history intact, so the agreement focuses heavily on representations about past liabilities. In an asset purchase, the buyer generally chooses which assets and liabilities it takes, though some liabilities can follow the business by law, so the agreement must define those carefully, and many contracts will need consent before they can be assigned. A merger combines entities under state corporate law, usually requires board approval and often shareholder approval, and can give dissenting shareholders appraisal rights in some cases. Tax treatment, employee transfers, and licensing often depend on the structure chosen, so getting it right early prevents redrafting later. Variations such as a reverse triangular merger are often chosen precisely to manage consents and keep the target's contracts in place.
The full set of deal documents
The main agreement is accompanied by disclosure schedules and several ancillary documents. These commonly include transition services agreements, employment or consulting agreements for key people, escrow agreements, restrictive covenant agreements, and, in asset deals, bills of sale and assignment instruments. Board resolutions, shareholder consents, and third-party consents must be prepared and tracked. A closing checklist listing each document, the party responsible, and its status keeps the transaction organized and reduces the risk of a last-minute gap. Disclosure schedules deserve the same care as the main agreement, because they usually decide which known issues the buyer has accepted.
Approvals and signatures
Early in the process we identify who must approve the deal, including boards, shareholders, lenders, and regulators, and whether any approval could delay closing. We review whether the target's contracts contain change-of-control or anti-assignment clauses that require outreach. For mergers, we consider whether any shareholders may exercise appraisal rights and how that affects the deal economics. We also confirm who has authority to sign for each party, since defects in authority can create problems later. A clear approval map often shortens the timeline more than any negotiation tactic.
