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Seller's SPA drafting guide (unconditional completion)—checklist

Seller's SPA drafting guide (unconditional completion)—checklist This Checklist serves as a guide of certain key matters for the seller’s solicitors to consider when drafting, or commenting on, a share purchase agreement (also known as SPA or share sale agreement) recording the sale and purchase of the entire issued share capital of a private limited company, where the transaction involves simultaneous exchange and completion. Parties The drafter should: • check to see if the legal and beneficial title to the sale shares is split, ie check to see if the seller's sale shares are held in the name of a nominee, requiring the beneficial owner to: ◦ be named as the seller in the SPA instead of the registered holder, and ◦ procure the sale of the sale shares to the buyer • check to see if the transaction involves any parties connected with company directors, which may constitute substantial property transactions requiring certain approvals (see Practice Note: Substantial property transactions—requirement to obtain members’ approval) • resist proposals to include in...

Intra-group reorganisation (by share sale)─checklist

Intra-group reorganisation (by share sale)─checklist This Checklist summarises the key steps involved in an intra-group reorganisation by sale of shares of an English-incorporated company to another English-incorporated company and highlights certain issues which may arise for the company as a result of such process. This Checklist does not claim to be exhaustive, as the issues that arise in connection with an intra-group reorgnisation by share sale and the steps involved in the process will vary from one transaction to the next. For a summary of the key issues involved in an intra-group reorganisation by way of an asset sale, please refer to: Intra-group reorganisation (by asset sale)─checklist. Consideration of a corporate reorganisation may also require specialist assistance in property, employment, pensions, intellectual property, information technology, finance and tax matters. Please consider obtaining further guidance on these areas. For further information, see Practice Notes: IP and IT aspects of intra-group reorganisations and Intra-group reorganisations and pensions. Issue Guidance Determining the reorganisation structure and other preliminary considerations (general) Asset purchase or...

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Transfer of shares—flowchart

Transfer of shares—flowchart View or

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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...

Negotiating a share purchase agreement (SPA)—training materials

Negotiating a share purchase agreement (SPA)—training materials These training materials consist of template PowerPoint slides that can be used as the basis of one or more training seminars in relation to negotiating a share purchase agreement (SPA). The training materials will assist junior lawyers, company secretaries and directors gain an understanding of the key points of negotiation and drafting, and provide a link to other useful materials and guidance. It is anticipated that those providing training will use these slides as a helpful starting point for their presentations and then amend them accordingly to reflect their particular circumstances. Click the link below to download the training presentation. Contents • Parties and definitions • Sale and purchase of sale shares • Conditional completion and pre-completion undertakings • Termination of agreement by Buyer • Completion • Warranties and indemnities • Restrictive covenants and protection of goodwill • Guarantor • Boilerplate and schedules Summary This seminar covers the key aspects of negotiating and drafting a share purchase agreement...

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Sanctions warranty provisions—share purchase agreement—pro-seller—individual sellers—unconditional—long form

Sanctions warranty provisions—share purchase agreement—pro-seller—individual sellers—unconditional—long form Insert the following definitions as new definitions into clause 1 of Precedent: Share purchase agreement—pro-seller—individual sellers—unconditional—long form: 1 Definitions and interpretation Sanctioned Activity • means any activity subject to sanctions imposed by the Sanctioning Body; Sanctioning Body • means the United Kingdom, United States of America, European Union and any other applicable local, national or multinational government agency, department, official parliament, public or statutory person or any government or professional body, regulatory or supervisory authority, board or other body responsible for imposing and/or administering sanctions; Sanctioned Entity • means any person or entity which is, or which is owned or controlled directly or indirectly by a person or entity which is, the subject of sanctions imposed by, or on a designated sanctions list by, a Sanctioning Body, and in this Clause 1, the words ‘owned or controlled directly or indirectly’ have the meaning given in applicable Sanctions Laws; Sanctions Laws • means all applicable law relating to a Sanctioned Activity, applicable to any...

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...

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What protection is available to a seller where a buyer fails to perform its deferred consideration payment obligations under a sale agreement?

What protection is available to a seller where a buyer fails to perform its deferred consideration payment obligations under a sale agreement? This scenario reflects a common concern for sellers negotiating/agreeing an Asset Purchase Agreement (APA) or Share Purchase Agreement (SPA), in terms of how a seller can protect its interest and right to receive deferred consideration payments. Typically, in an APA or SPA, a seller may protect the goodwill of the business and its right to receive deferred consideration payments by taking a form of security, eg security over all or part of the buyer’s assets which may include the target business assets. Security can take a number of different forms and for more information on the types of security and advantages of taking security, see Practice Note: Types of security. In the context of the described, a common method of securing the buyer’s obligations in an APA or SPA is for a seller to obtain a guarantee of the buyer’s obligations under the APA or...

When completing a stock transfer form for a UK registered company where the consideration is in a currency other than sterling, eg euros, how should that section of the form be completed? Does the consideration need to be converted into sterling? If so, at what rate and when should the rate be taken from, eg the date of transfer?

When completing a stock transfer form for a UK registered company where the consideration is in a currency other than sterling, eg euros, how should that section of the form be completed? Does the consideration need to be converted into sterling? If so, at what rate and when should the rate be taken from, eg the date of transfer? There is no obligation to express the consideration in sterling on the stock transfer form and if the consideration is agreed between the parties to be payable in euros, then it would appear that the ‘consideration’ is most accurately described in euros. HMRC will, however, require a sterling equivalent for stamp duty purposes (although there is no obligation to include this on the face of the stock transfer form). Section 6 of

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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 ½Û×ÓÊÓƵ® Webinars.