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 Nebraska, a stock purchase agreement is a legal document that outlines the terms and conditions under which shares of a company are sold and purchased. This agreement typically includes details such as the number of shares being sold, the price per share, representations and warranties of the seller and buyer, and any conditions precedent to the closing of the transaction. Nebraska state statutes do not have specific laws governing stock purchase agreements; instead, these transactions are primarily governed by the Uniform Commercial Code (UCC) as adopted by Nebraska, which covers the sale of goods, and can be applied to the sale of securities. Additionally, federal securities laws and regulations, such as the Securities Act of 1933 and the Securities Exchange Act of 1934, may impose disclosure requirements and anti-fraud provisions on these transactions. When a majority ownership interest in a company is being transferred, it is essential to comply with both state and federal regulations, and it may be necessary to follow specific procedures outlined in the company's bylaws or shareholders' agreement. It is advisable for parties involved in such transactions to consult with an attorney to ensure that all legal requirements are met and that their interests are adequately protected.