Disclosure letter—private M&A—share purchase
Disclosure letter—private M&A—share purchase

The following Corporate guidance note provides comprehensive and up to date legal information covering:

  • Disclosure letter—private M&A—share purchase
  • INTRODUCTORY MATTERS
  • GENERAL DISCLOSURES
  • SPECIFIC DISCLOSURES
  • ACKNOWLEDGEMENT OF THE BUYER
  • Schedule 1
  • Schedule 2

DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see Practice Notes: Brexit—impact on private M&A transactions and Brexit—drafting boilerplate clauses.

[TO BE PRINTED ON THE Headed notepaper of the seller]

For the attention of [insert buyer contact name]

[insert buyer name]

[insert buyer address]

[insert day and month] 20[insert year]

Dear [insert buyer contact name],

Sale of the [entire issued OR substantial part of the] share capital of [insert company name][Limited] (the Company)

We refer to the sale and purchase of the entire issued share capital of the Company pursuant to an agreement (the Agreement) to be entered into today, between [insert seller(s) name(s)] (the Seller[s]) and [insert buyer name] (the Buyer). Words and expressions which are defined in the Agreement shall have the same meanings in this letter, unless the context requires otherwise.

This letter, together with all the information in schedule 1 (Schedule 1), and the information in the documents deemed annexed to it or actually annexed to it as listed in schedule 2 (Schedule 2) (two copies of which have been initialled for the purposes of identification on behalf of the Parties (the Disclosure Bundle)), constitutes the