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Share Purchase Agreement Template for England and Wales

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Key Requirements PROMPT example:

Share Purchase Agreement

"I need a Share Purchase Agreement for the acquisition of a tech startup in London, where we're buying 100% of the shares with a combination of cash and share consideration, with completion planned for March 2025."

Document background
A Share Purchase Agreement is the primary transaction document used when acquiring or selling shares in a private company. It is essential for both share acquisitions and corporate restructurings under English and Welsh law. The agreement comprehensively details the transaction terms, including price, payment structure, warranties, indemnities, and conditions precedent. It protects both parties' interests by clearly defining their rights and obligations, and typically involves substantial due diligence and negotiation processes. This document is crucial for ensuring legal certainty and managing risk in share transfers.
Suggested Sections

1. Parties: Identification and details of the seller(s) and buyer(s)

2. Background/Recitals: Context of the transaction and high-level description of what is being sold

3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation

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

5. Consideration: Details of purchase price, payment terms, and any adjustments

6. Completion: Mechanics of closing, including timing and deliverables

7. Warranties: Seller's representations about the company and shares

8. Limitations on Liability: Restrictions on warranty claims and general liability caps

9. Confidentiality: Obligations regarding transaction confidentiality

10. Governing Law and Jurisdiction: Choice of law and dispute resolution provisions

Optional Sections

1. Pre-Completion Obligations: Conduct of business between signing and completion - used when there's a gap between signing and completion

2. Tax Covenant: Specific tax indemnities and arrangements - used for larger transactions or where tax risks identified

3. Non-Competition: Restrictions on seller's future activities - used when protecting goodwill of the business

4. Employee Provisions: Specific arrangements for key employees - used when employee matters are material to the deal

Suggested Schedules

1. Details of the Company: Corporate information including share capital structure

2. Warranties: Detailed warranties about the company and business

3. Properties: List and details of company properties

4. Intellectual Property: Schedule of IP rights owned or used

5. Material Contracts: List of key business agreements

6. Completion Obligations: Detailed list of completion deliverables

7. Employee Information: Details of key employees and their terms

8. Tax Covenant: Detailed tax indemnity provisions

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, transfer provisions, directors' duties, company registration requirements, pre-emption rights, and filing requirements

Financial Services and Markets Act 2000: Covers regulatory requirements for share transfers, financial promotion restrictions, and market abuse provisions

Taxation Laws: Includes Stamp Duty, Stamp Duty Reserve Tax, Capital Gains Tax implications, and Corporation Tax considerations for share transfers

Contract Law Elements: Encompasses Law of Property (Miscellaneous Provisions) Act 1989, Misrepresentation Act 1967, and Unfair Contract Terms Act 1977

Competition Act 1998 and Enterprise Act 2002: Covers merger control provisions and competition law compliance requirements

Data Protection Act 2018 and UK GDPR: Governs data transfer provisions and privacy considerations in corporate transactions

Employment Rights Act 1996: Addresses employee-related warranties and TUPE implications in share purchase transactions

Money Laundering Regulations 2017: Sets out due diligence requirements and source of funds verification for share purchases

Bribery Act 2010: Requires anti-corruption warranties and compliance representations in share purchase agreements

FCA/PRA Requirements: Regulatory requirements from Financial Conduct Authority and Prudential Regulation Authority where applicable

Stock Exchange Rules: Specific requirements for listed companies engaging in share purchase transactions

Industry-Specific Regulations: Sector-specific regulatory requirements that may affect the share purchase transaction

Takeover Code: Regulations governing share purchases in public companies, administered by the Panel on Takeovers and Mergers

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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