# Draft Spa Buyer Side Dataroom > Guides drafting of a buyer-side stock purchase agreement from a data room where equity ownership, financing payoff mechanics, change-of-control compensation issues, and regulatory clearance provisions must all be sourced from transactional documents. - Skill: `finchipaiorg/draft-spa-buyer-side-dataroom` (Agent Skill) - Install (CLI): `npx skillmds@latest add finchipaiorg/draft-spa-buyer-side-dataroom` - Raw SKILL.md: https://api.skillmd.com/api/skills/finchipaiorg/draft-spa-buyer-side-dataroom/raw - Safety review: pending - Works with: Claude Code, Claude.ai, OpenAI Codex - Category: Coding & Dev Tools - Author: FinchipAIOrg (https://skillmd.com/u/finchipaiorg) - Updated: 2026-09-22 - Page: https://skillmd.com/skills/finchipaiorg/draft-spa-buyer-side-dataroom --- # Skill: Full SPA Drafting from Data Room (Buyer Side) ## 1. Subject-matter triage - Treat the stock purchase agreement as the primary deliverable and draft it first; the closing checklist and drafting memo come after the agreement exists and is internally consistent. - Identify the seller group from legal ownership records, not from business contacts or deal notes, and confirm whether any holder is a trust, estate, holding vehicle, or similar record owner. - Separate issues that affect signing, pre-closing, closing mechanics, and post-closing covenants so the agreement, checklist, and memo do not collapse distinct workstreams into one clause. - If the data room contains multiple candidate figures or mechanics for the same topic, enumerate them before choosing among them and state why one controls. ## 2. Failure modes the skill is correcting - Seller parties are identified by individual names rather than by the legal entity or trust that holds the equity, causing the agreement to name the wrong parties. - Regulatory-clearance provisions are drafted as a single closing condition without the related cooperation covenant and outside-date termination right, leaving key components absent. - Change-of-control compensation is taken at face value without reconciling the same item across diligence documents, so acceleration, severance, retention, or approval mechanics are omitted. - Credit-facility payoff pricing is taken from a summary instead of the governing debt document, producing an inaccurate payoff or closing funds flow. - Escrow, holdback, and release mechanics are left generic, which creates avoidable post-closing dispute risk. - Termination language is incomplete because it omits outside-date mechanics, party-specific termination rights, or the consequences of termination. ## 3. Legal frameworks / domain conventions that apply - Buyer-side SPA drafting should track the governing corporate transfer mechanics, the applicable conditions to closing, funds-flow obligations, indemnification architecture, and post-closing covenants. - Seller identification follows the legal title chain reflected in cap table, transfer instruments, equity grant records, and any trust or entity documentation. - Regulatory-clearance drafting should pair the closing condition with an affirmative cooperation covenant and a termination right tied to the outside date. - Change-of-control compensation requires review for approval, acceleration, severance, or similar transaction-triggered payment features under the governing employment, equity, and benefit documents. - Debt payoff and prepayment economics must be sourced from the operative credit agreement and related payoff letters, not from banker summaries. - Escrow provisions should specify the escrowed amount, duration, claim procedure, and release timing with transaction-specific precision. - Termination provisions should include the outside date, ordinary and failure-based termination rights, and the effect of termination on deposits, fees, and surviving obligations. - When drafting any legal proposition in the memo or checklist, cite the controlling authority or operative document section that supports it, rather than stating a bare conclusion. ## 4. Analytical scaffolds - Build the party section from the cap table and ownership chain, then verify signature authority and consistency across ancillary equity records. - For each closing condition, ask whether it also requires a related covenant, notice, cooperation obligation, or post-signing deadline. - For each transaction-triggered compensation item, compare every diligence source that addresses it and reconcile differences before adopting a drafting position. - For each debt item, confirm the payoff source document, any prepayment premium or call protection, interest accrual cutoff, and lien release steps. - For each escrow or indemnity mechanic, specify who holds the funds, when claims may be made, how disputes are resolved, and when amounts are released. - For each termination concept, test whether the clause is balanced across parties and whether related sections cross-reference it correctly. - If the source materials present more than one possible drafting path, state the alternatives in the memo and explain the selected approach with the controlling document or authority. ## 5. Vertical / structural / temporal relationships - Draft the agreement in a sequence that tracks transaction timing: signing, interim period, closing, post-closing covenants, indemnification, and termination. - Align closing deliverables with the closing checklist so each deliverable corresponds to a required action, condition, or document. - Use the memo to capture open issues, judgment calls, and cross-document reconciliation, especially where one source document conflicts with another. - Where a provision depends on a future event or third-party action, identify the trigger, the responsible party, and the timing anchor. ## 6. Output structure conventions - Produce three deliverables: a stock purchase agreement, a closing checklist, and a drafting memorandum. - Draft the agreement as a complete operative contract, not as a summary or outline. - Draft the closing checklist as an action-oriented list tied to conditions, deliverables, and responsible parties. - Draft the memorandum by issue, with each issue stating the drafting choice, the source basis, any open question, and the recommended next step. - The memorandum should end with a concise recommended-actions section that assigns responsibility and timing for outstanding items. - Before finishing, verify that each named file contains substantive content and that the agreement is the lead deliverable, not the memo.