Q&As

How is an SPA affected where a seller holds the sale shares on trust as a trustee for another entity or individual and can the seller remain anonymous in such a situation?

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Published on LexisPSL on 29/06/2018

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  • How is an SPA affected where a seller holds the sale shares on trust as a trustee for another entity or individual and can the seller remain anonymous in such a situation?

How is an SPA affected where a seller holds the sale shares on trust as a trustee for another entity or individual and can the seller remain anonymous in such a situation?

This Q&A relates to the sale and purchase of shares of a private limited company incorporated in England where the seller is a trustee that holds the legal title to the shares being sold on behalf of a beneficiary.

A share purchase agreement can be structured as a sale and purchase of shares between a seller (as a trustee) and a buyer. However, this structure will have an impact on the provisions of the share purchase agreement (for example, the sale and purchase clause, the consideration clause, the governing law and jurisdiction clause, the warranties, the limitations on the warranties and the indemnities). From a practical standpoint, it should also be noted that a buyer is highly likely to want to know the identity of any underlying beneficiaries of the relevant trust, where the seller is a trustee of that trust. This information is likely to be

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