General issues

General issues

Share purchase transaction toolkit

The Share purchase transaction toolkit acts a guide to private company sale and purchase transactions structured as a share purchase. It provides an overview of each phase of a share purchase transaction and the tasks that lawyers are required to complete as part of each phase. The toolkit includes links to checklists, precedents (with drafting notes), Forms, Practice Notes and an explanation of the key drafting and negotiating points to consider in share purchase transactions.

See the following Practice Notes (which are all part of the Share purchase transaction toolkit):

•
Transaction planning and preliminaries phase in share purchase transactions
•
Transaction structure issues to consider in share purchase transactions, and
•
General legal issues to consider in share purchase transactions

for a guide to this phase of a private M&A (share purchase) transaction.

Choice of structure (share or asset purchase)

A business may be acquired by way of share purchase or asset purchase. Under a share purchase, the buyer takes over ownership of the company carrying on the business (the target company), which comes with all

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