With over 30 years of Legal Experience, Paul H. Appel has refined a process that minimizes risk while maximizing the speed of the transaction. Our approach to Stock Purchase Agreements Services in New Jersey is divided into four critical phases:

1. The Pre-Transaction Audit

Before a single share changes hands, we conduct a business legal risk analysis. We examine the corporate “stack”—bylaws, minutes, and existing shareholder agreements—to ensure the seller actually has the clean title to the shares they are selling.

2. Drafting the Definitive Agreement

We craft a custom Stock Purchase Agreement (SPA) that acts as a fortress. This includes:

• Representations and Warranties: Detailed statements about the company’s financial health, asset ownership, and legal status.

• Indemnification Clauses: Explicit protections that dictate who pays if a pre-closing liability (like a hidden environmental issue or a pending employee claim) emerges after the deal is done.

• Covenants: Post-closing obligations, such as the seller assisting in the transition for a set period.

3. Disclosure Schedule Management

The Disclosure Schedule is the most overlooked part of an SPA. It is where the seller lists every exception to their “reps and warranties.” We work meticulously to ensure these lists are exhaustive, protecting the seller from future claims of misrepresenting financials.

4. Closing and NJ Bulk Sale Filing

We manage the actual exchange of consideration and stock certificates. Crucially, we oversee the filing of the C-9600 form with the State of New Jersey to ensure the buyer is not hit with a surprise tax bill from the seller’s past.