Stock Sale And Purchase Agreement: Fill & Download for Free

8:00 am: “Good morning, Smithers. Exciting day in store for us! You know we're acquiring Acme Widgets. Well, we just decided to change it from an asset purchase to a stock purchase. Please check that we are in compliance with all federal securities requirements and all relevant states.”10:30 am: “Smithers, the tax partner says we can't go with a stock purchase. Stop the securities research. Check all the key third-party contracts and see what notices we need to give of the acquisition.”Noon: “No lunch for you, Smithers. The other side’s tax lawyer and ours just talked. Back to a stock sale. Get that securities work done.”3:00 pm: “Here's a list of liens we found on assets of the target company. Check and see if they are cleared in accordance with applicable law.”7:00 pm: “We’re ordering pizza in. Late night. That securities research? We need to restructure the transaction to use a holding company, dropping down into three LLCs, a C corporation, and a framizzstat. You'll need to rewrite all the agreements. Plus they found some more liens …”

It’s hard to say without knowing the details of your startup (state of incorporation, type of business entity, the industry, size of company, etc.). Here is a list of some important docs that startups typically utilize in this situation though:Invention Assignment Agreements assign the new company all IP ownership of relevant work product created by employees after the company’s formation. A confidentiality and invention assignment agreement is typically signed by founder(s) and employees. The agreement provides the company will own all rights to the intellectual property (IP) portfolio.Founder’s Agreements attempt to avoid any conflict among the founders. All co-founders should sign an operating agreement, which should define the relationship of the founders, provide the expectation that work will belong to some entity in the future and outline a basic conflict-resolution clause that can help prevent disputes between the parties.Non-Disclosure Agreements (NDA) are important from day one as they protect your startup by safeguarding your founder and employees’ ideas and your IP. An NDA should specify, at the very least, what constitutes as confidential info, who owns it, and the time period confidentiality will be maintained.Employee Contracts can be used for a co-founder depending on the structure of your startup and the responsibilities of your cofounder. It typically states the compensation, terms of employment, and a recital of other relevant benefits.Stock Purchase Agreement regulates the sale and transfer of the startup’s shares. It covers items such as who has the right of first refusal, and provides a mechanism for the redemption of the shares for shareholders who becomes, among other things, bankrupt, discharged, resigns, retires, becomes incapacitated, or dies. As Gil and Mike pointed out, a stock purchase agreement usually includes a bunch of other important attachments.Here at LawTrades we deal with this stuff on a daily basis. Stop by our site at any time for a free no obligation price quote for any and all the legal issues looming for your startup. We will do everything we can do to ensure the legal aspects of your company are strong from the start, while not breaking your bank account.

Walmart has reached a special place in the retail universe. Here is how it works: a manufacturer sells a product to Walmart. As a part of the sales agreement, the seller of the goods agrees to:have the product available at several regional locationsallow Walmart to arrange for the pick up either on a Walmart truck or a third party contracted to Walmart.Seller pays for the freight within a week of the pick up dates,the seller is required to provide a specific pallet , which Walmart just happens to sell, should you want to buy them…Walmart then turns the product through their warehouses as fast as they can, often hours between the warehouse and the sales floor.The seller guarantees a certain volume in a set period of time. If that volume is not achieved, the selling price drops to a negotiated second tier price to attempt to reach the agreed to volume.The seller agrees to fund all product returns at Walmart’s full retail cost, without retrieving the goods. Walmart sells store returns by class by weight.Walmart only pays for The goods after they have sold at retail. The seller purchases the daily scan data to verify volume, returns to determine the final invoice amount.Seller agrees to accept payment from Walmart only on net good sales, minus returns.seller pays Walmart for freight from their business to the Walmart distribution center.Seller agrees to, at their cost, purchase scan data to track sales and supply replenishment stock without any intervention from Walmart staff, and further agree to “ out of stock” standards based on sales volume. There is a one year run in period available for a fee for stock replenishment with zero out of stock penalty. So, Walmart doesn’t order products. They supply scan data that reports sales and standing stock, but a vendor has to pay for that information.Walmart automatically submits a settlement statement and electronic payment to the seller every thirty days for the previous 30 day selling cycle. So May is paid in July.In many cases, the seller also pays Walmart for premium display locations as well. All sellers pay to be in the sales flyers, and periodically contribute to a promotions fund.So. Walmart has zero investment in a large percentage of the goods sold in their stores.For the things they pay for on trade terms, like soft drinks, alcohol , and other guaranteed sales or product is removed or replaced DSD items, DSD vendors pay into a promotions fund that about equals Walmarts floor stock investment.It’s-a little like a consignment business. The seller assumes all the risk. Walmart, as the seller, doesn’t have to earn a return on cash tied up in goods to offer for sale. This vastly lowers their selling cost. They entice product suppliers precisely because they do not mark up goods to cover the return on investment for funds tied up in inventory , labor for stock taking and ordering, and other inventory maintenance costs.There is a saying among Walmart merchants” when a new store opens, we are starting with enough cash in hand from promotional fees to cover payroll for a month”