This guide walks the private M&A transaction from first handshake to post-closing dispute. It explains the three basic structures — asset purchase, stock purchase, and merger — and shows why the choice among them is really a negotiation about liabilities and taxes, including successor liability and the exceptions that swallow the asset-deal rule. It then works through the letter of intent and what actually binds, exclusivity and confidentiality, the anatomy of due diligence, and every major economic and risk-allocation term in the purchase agreement: purchase price and working capital adjustments, earnouts, representations and warranties, interim operating covenants and the MAC clause, closing conditions and the bring-down, and the indemnification architecture of survival periods, caps, baskets, and sandbagging. Later sections cover representation and warranty insurance and how it rewired deal terms, the disclosure schedules, third-party consents and anti-assignment traps, Hart-Scott-Rodino clearance, employment and benefits issues including WARN, IP, data, and open-source diligence, closing mechanics, and post-closing integration and disputes. Delaware law is the reference point throughout, with federal tax and antitrust treated as federal, and state variation flagged where it matters. A running hypothetical — Northwind Analytics buying Saltmarsh Software in a stock purchase with an earnout — carries the doctrine into practice.