This book is a "must - have" for any transactional lawyer. This model agreement is based on the hypothetical acquisition by a single corporate buyer of all of the capital stock of a privately-held U.S. company. It is designed as a buyer's reasonable first draft, and each provision of the agreement is immediately followed by commentary, which reflects the collaborative effort of leading experts in drafting and negotiating acquisition agreements. The commentary explains the purpose of each provision, and, when applicable, a brief discussion of the law relevant to that provision.