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Preliminary Share Purchase Agreement Template for England and Wales

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Key Requirements PROMPT example:

Preliminary Share Purchase Agreement

"Need a Preliminary Share Purchase Agreement for the acquisition of a UK-based software company, with an expected completion value of £5M and specific provisions for technology IP protection during the due diligence period, targeting completion by March 2025."

Document background
A Preliminary Share Purchase Agreement is typically used in the early stages of a share acquisition transaction where parties have agreed on basic terms but require further due diligence and negotiation. This document, governed by English and Welsh law, serves as a framework for the transaction while protecting both parties' interests during the interim period. It includes essential commercial terms, conditions precedent, and basic warranties, while allowing flexibility for more detailed terms to be negotiated in the final agreement. The document is particularly useful in complex transactions where detailed due diligence is required or where regulatory approvals must be obtained.
Suggested Sections

1. Parties: Identification and details of the buyer and seller

2. Background: Context of the transaction and company information

3. Definitions: Key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including price and shares being sold

5. Conditions Precedent: Conditions that must be satisfied before completion

6. Pre-completion Obligations: Actions required before completion

7. Completion: Mechanics of completion and required actions

8. Warranties: Basic warranties about capacity to enter agreement

9. Confidentiality: Obligations regarding confidential information

10. Governing Law and Jurisdiction: Applicable law and dispute resolution

Optional Sections

1. Break Fee: Compensation provisions if deal fails to complete - typically used in larger transactions or where significant due diligence costs expected

2. Exclusivity: Prohibition on negotiating with other parties - used where buyer requires protection during due diligence

3. Due Diligence Access: Terms of access to company information - included where significant due diligence is planned

4. Financing Conditions: Conditions related to buyer's financing - used where purchase is dependent on external financing

Suggested Schedules

1. Target Company Information: Details of the company whose shares are being purchased

2. Share Capital Structure: Details of current shareholding and rights

3. Form of Full Share Purchase Agreement: Draft or heads of terms for final agreement

4. Timetable: Key dates and deadlines for the transaction

5. Due Diligence Requirements: List of required documents and information

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions





























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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Companies Act 2006: Primary legislation governing company operations, including share capital and transfer provisions, directors' duties, company registration requirements, and disclosure obligations

Financial Services and Markets Act 2000: Regulates financial services and markets, including provisions for regulated activities, financial promotion rules, and market abuse regulations

Law of Property (Miscellaneous Provisions) Act 1989: Key legislation governing contract formalities and property transactions in England and Wales

Taxation Acts: Collection of laws governing tax implications including Stamp Duty, Stamp Duty Reserve Tax, Capital Gains Tax, and Corporation Tax considerations

UK Takeover Code: Regulations governing takeovers and mergers, applicable to public companies and certain private companies

Enterprise Act 2002: Legislation governing competition law and merger control in the UK

Competition Act 1998: Framework for UK competition law, prohibiting anti-competitive agreements and abuse of dominant market positions

UK GDPR and Data Protection Act 2018: Legislative framework for data protection and privacy, crucial for handling personal data during due diligence and transaction processes

Money Laundering Regulations 2017: Regulations requiring due diligence and reporting obligations to prevent money laundering in business transactions

Companies (Miscellaneous Reporting) Regulations 2018: Requirements for company reporting and disclosure, including corporate governance arrangements

PSC Regulations: Rules governing the disclosure and registration of People with Significant Control in UK companies

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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