Share purchase agreement

Share purchase agreement guidance:

This Practice Note provides an overview of the agreement for the sale and purchase of shares in a private limited company (target): the share purchase agreement (SPA)....

Practice Note

The UK has voted to leave the EU. Brexit or the date when the UK formally leaves the EU as defined in the European Union (Withdrawal) Act 2018 (Exit Day) can occur either...

Practice Note

When a person buys the share capital of a company, the transaction will often be referred to as: • a completion accounts deal • an accounts date deal, or • a locked box...

Practice Note

Consideration Consideration may be paid in many ways, and it may also be adjusted post-completion as a means of reflecting true value for a buyer. From the seller's point...

Practice Note

This Practice Note is part of the Share purchase transaction toolkit. Drafting and negotiating the share purchase agreement The buyer's lawyers will generally prepare the...

Practice Note

This Practice Note summarises the legal issues that may arise where there is a gap in time between exchange/signing (at which time the share purchase agreement or asset...

Practice Note

An asset or share purchase agreement will typically include warranties and indemnities given by a seller in favour of a buyer. A warranty is a statement by the seller...

Practice Note

What is a misrepresentation? A misrepresentation is a untrue statement of fact or law made by one contractual party to the other and will be actionable where the...

Practice Note

Some company acquisitions that involve a corporate buyer will be structured so that the consideration payable is the issue of new shares and/or loan notes by the buying...

Practice Note

This Practice Note is part of the Share purchase transaction toolkit. Timing Preparation of a first draft of the share purchase agreement (SPA) can begin...

Practice Note

An indemnity may be defined as a contractual obligation falling upon one contracting party (the indemnifier) and owed to another contracting party (the...

Practice Note

THIS PRACTICE NOTE APPLIES IN RELATION TO PRIVATE SECTOR PENSION SCHEMES A share sale agreement will typically include warranties given by a seller in favour of a buyer....

Practice Note

This Practice Note considers how to pursue a breach of warranty claim in the context of warranties provided in a sale and purchase agreement (SPA) (also known as a share...

Practice Note

The way consideration payable for the acquisition of shares is structured is not always straightforward. In many cases payment can be delayed, deferred or...

Practice Note

The way consideration payable for the acquisition of shares is structured is not always straightforward. In many cases payment can be delayed, deferred or made...

Practice Note

When a person (the Buyer) buys a company, rather than the assets of a business, all of the historic liabilities of that company and its subsidiaries (referred to in this...

Practice Note

A share purchase agreement (SPA) will typically include warranties and indemnities given by the seller in favour of the buyer. Why warranties and indemnities are needed...

Practice Note

Warranty and indemnity (W&I) insurance may be used in private company sale and purchase transactions (whether structured as a share purchase or asset purchase). W&I...

Practice Note

With the significant rise in the use of Warranty and Indemnity (W&I) insurance in private M&A transactions, lawyers are increasingly involved in the stipulation and...

Practice Note

Warranty and Indemnity (W&I) insurance is an established risk transfer tool in private M&A transactions. For further information on the nature and use of W&I insurance,...

Practice Note

It is market practice for a tax covenant, also known as a tax deed, to form part of the transaction documents in respect of a sale of all the shares in a company (the...

Practice Note