Share purchase agreement definition

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A guide to share purchase agreements

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).The SPA records the terms by which the buyer agrees to purchase from the seller(s) shares in the capital of the target (sale shares): either the entire share capital of the target or a partial share sale. The buyer agrees to pay to the seller the purchase price for the acquisition of the sale shares (consideration) in return for which the seller transfers title in the sale shares to the buyer (by executing a stock transfer form). This takes effect at completion of the transaction (completion), which will occur either at the same time that the SPA is executed or upon an agreed later date (where there are conditions to completion, see further below).Since the buyer acquires title to the sale shares upon completion, it also thereby acquires all liabilities attaching to the target. The buyer will be concerned to ensure that it obtains...

Case tracker—2025—Corporate

Case tracker—2025—Corporate This case tracker displays the current status of, and most recent developments in, key cases relevant to corporate practitioners where the judgment was handed down, or is expected to be handed down, in 2025. It covers key cases before the High Court, Court of Appeal and the Supreme Court. It is not intended to be an exhaustive list of cases heard in 2025. For the purposes of this tracker, CA 2006 means the Companies Act 2006 and FSMA 2000 means the Financial Services and Markets Act 2000. April 2025 Case details and analysis Subject Summary Kidd v Lime Rock Management LLP and others 2025 Scot (D) 1/5Inner House, Court of Session Share purchase agreement The Inner House, Court of Session refused this reclaiming motion concerning an alleged unlawful means conspiracy by a private-equity house and solicitors to conclude an investment and share purchase agreement, which it was claimed resulted in an immediate loss of $150m to the reclaimer. The reclaimer's position was that the key terms of the...

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Deed of contribution—private M&A—share purchase

Deed of contribution—private M&A—share purchase This Deed is made on [insert day and month] 20[insert year] Parties 1 The several persons whose names and addresses are set out in the Schedule (together the Sellers and each individually a Seller). BACKGROUND (A) The Sellers have entered into, or will soon enter into, the Share Purchase Agreement with the Buyer regarding their sale of [the entire issued share capital of OR [insert number] [ordinary OR [insert class]] shares in] the Company. [The parties have also entered into or will soon enter into the Tax Covenant.] (B) The Sellers have agreed to regulate the manner in which Claims are dealt with under the Share Purchase Agreement [and the Tax Covenant] and to allocate their respective liabilities arising from any Claim in accordance with the terms of this Deed. The parties agree: 1 Definitions and interpretation 1.1 In this Agreement, unless the context otherwise requires: Agreed Proportion • means as regards each Seller, the percentage set...

Pensions warranties—defined contribution scheme—share purchase agreement

Pensions warranties—defined contribution scheme—share purchase agreement Replace Schedule 4, paragraph 19 of Precedent: Share purchase agreement—pro-buyer—corporate seller—conditional—long form with the following: 1 Pensions 1.1 Except as provided for by the Pension Scheme, the Company is not and has never participated in an arrangement or agreement to provide pensions, annuities, lump sums, gratuities or similar benefits on retirement, long-term ill-health or death, or pursuant to a pension sharing order, in relation to the service or historic service of a present or former employee of the Company or any other person, or for the benefit of that individual’s dependents. 1.2 All benefits under the Pension Scheme are provided on a money purchase basis. No assurance, guarantee or promise has been made to any employee of the Company as to the amount of benefits to be provided under the Pension Scheme. 1.3 Copies of the following documents have been Fairly Disclosed to the Buyer: 1.3.1 the governing documentation of the Pension Scheme including the trust deed and rules and all ancillary and...

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In the circumstances where a buyer will satisfy the purchase price under a share purchase agreement (SPA) in full by way of deferred consideration after completion, in the sum of £1,000,000 will this be considered as ‘credit’ as defined under the Consumer Credit Act 1974 (CCA 1974) and the Financial Services and Markets Act 2000 (FSMA 2000). If the provisions of the CCA 1974 apply, is it likely that the ‘business purposes exemption’ can be satisfied in the context of a SPA?

In the circumstances where a buyer will satisfy the purchase price under a share purchase agreement (SPA) in full by way of deferred consideration after completion, in the sum of £1,000,000 will this be considered as ‘credit’ as defined under the Consumer Credit Act 1974 (CCA 1974) and the Financial Services and Markets Act 2000 (FSMA 2000). If the provisions of the CCA 1974 apply, is it likely that the ‘business purposes exemption’ can be satisfied in the context of a SPA? See Practice Note: What is credit and what is a regulated consumer credit agreement? In particular, we refer you to the sections 'Meaning of credit under the CCA 1974 and RAO', 'Regulated consumer credit agreements defined' and 'Exempt consumer credit agreements'. As can be seen from the section headed 'Meaning of credit under the CCA 1974 and RAO', for a consumer credit activity to be regulated, it has to relate to 'credit', section 9(1) of the Consumer Credit Act 1974 (CCA 1974), and Financial Services and Markets Act 2000...

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Share Incentives weekly highlights—8 May 2025

This week's edition of Share Incentives weekly highlights includes a focus on executive remuneration, as the 2025 AGM season continues.

Corporate weekly highlights—8 May 2025

This week's edition of Corporate weekly highlights includes: the publication of technical advice by the European Security and Markets Authority (ESMA) as part of the implementation of the European Listing Act, and a Scottish case relating to a refusal of a reclaiming motion concerning an alleged conspiracy to conclude an investment and share purchase agreement. This week’s edition also includes free access to a webinar on corporate governance developments in 2024 and 2025, presented by expert speakers, courtesy of LexisNexis® Webinars.