A stock purchase agreement is a contract in which the owner of shares or stock in a company (a person, entity, or the company itself) sells some or all of the shares to another person or entity. Stock purchase agreements are often used when the majority ownership interest in a company is acquired by another person or entity. For more information on the transfer of ownership of companies, see the Common Legal Topic on mergers and acquisitions.

In Delaware, a stock purchase agreement is a legally binding contract that outlines the terms and conditions under which shares of a company are sold and purchased. Delaware is a leading jurisdiction for corporate law due to its well-developed body of law and the presence of the Delaware Court of Chancery, which specializes in corporate matters. The Delaware General Corporation Law (DGCL) provides the statutory framework for stock purchase agreements and other corporate transactions. When a majority ownership interest in a company is being transferred, the stock purchase agreement will detail the number of shares being sold, the price per share, representations and warranties of the parties, and any conditions precedent to the closing of the transaction. It is important to ensure that the agreement complies with federal securities laws and any other applicable regulations. Additionally, the agreement may need to address issues such as transfer restrictions, rights of first refusal, and drag-along or tag-along rights, which are common in situations where there is a change in majority ownership.