The Share Sale and Purchase Agreement is the primary transaction document used when acquiring or disposing of shares in a company under English and Welsh law. It is essential for both private and public company transactions, though terms vary significantly based on deal size and complexity. The agreement typically includes detailed warranties about the target company's business, tax covenants, and specific indemnities. It requires careful consideration of Companies Act 2006 requirements, tax implications, and sector-specific regulations. This document is fundamental to M&A transactions and requires input from legal, financial, and operational stakeholders.
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1. Parties: Identification of seller(s) and buyer(s) with full legal details
2. Background: Context of the transaction and brief description of the target company
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including shares being sold and price
5. Completion: Mechanics and timing of completion
6. Warranties: Seller's warranties about the company and shares
7. Limitations on Liability: Restrictions on warranty claims and general liability
8. Confidentiality: Obligations regarding transaction and company information
9. Governing Law and Jurisdiction: Choice of law and courts
1. Tax Covenant: Specific tax indemnities and procedures for tax-sensitive transactions
2. Non-competition: Restrictions on seller's future activities to protect business value
3. Earn-out: Terms for additional future payments based on performance metrics
4. Employee Matters: Specific provisions regarding retention and treatment of key employees
1. Details of the Company: Corporate information including share capital structure
2. Warranties: Detailed warranties about the business
3. Properties: Details of company's real estate
4. Intellectual Property: List of IP rights and registrations
5. Material Contracts: Key business agreements
6. Completion Obligations: Documents and actions required at completion
7. Employee Information: Details of employment terms and benefits
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