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Share Sale Deed

Share Sale Deed Template for Ireland

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Key Requirements PROMPT example:

Share Sale Deed

"I need a Share Sale Deed under Irish law for the sale of 100% shares in a technology company, with completion scheduled for March 2025 and including an earn-out mechanism based on the first 12 months of post-completion performance."

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Document background
A Share Sale Deed is utilized when transferring ownership of shares in a company under Irish law. This document is essential for both private and public company transactions, though its application and complexity may vary depending on the size and nature of the deal. The deed encompasses crucial elements such as the sale terms, warranties about the company's condition, tax indemnities, and completion mechanisms. It must comply with Irish legal requirements, including the Companies Act 2014 and relevant stamp duty provisions. The Share Sale Deed is typically prepared following negotiations and due diligence, and may be accompanied by a disclosure letter and various ancillary documents. It serves as the primary transaction document that governs the rights and obligations of all parties involved in the share transfer.
Suggested Sections

1. Parties: Identification of the Seller(s) and Buyer(s) with full legal names and addresses

2. Background: Recitals explaining the context of the transaction, including details of the target company and share ownership

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the deed and interpretation rules

4. Sale and Purchase: Core provisions detailing the agreement to sell and purchase the shares

5. Consideration: Details of the purchase price and payment mechanisms

6. Completion: Provisions regarding the completion process, timing, and deliverables

7. Seller Warranties: Standard warranties regarding title to shares, capacity, and authority

8. Business Warranties: Warranties relating to the business, assets, and liabilities of the target company

9. Tax Warranties and Indemnities: Specific warranties and indemnities relating to tax matters

10. Limitations on Claims: Limitations on warranty claims including time limits and financial thresholds

11. Confidentiality: Obligations regarding confidentiality of the transaction and company information

12. Announcements: Provisions regarding public announcements about the transaction

13. Further Assurance: Obligations to take further actions necessary to give effect to the deed

14. Assignment: Restrictions on assignment of rights under the deed

15. Notices: Provisions for giving formal notices under the deed

16. Governing Law and Jurisdiction: Specification of Irish law as governing law and jurisdiction

17. Execution: Execution blocks for all parties

Optional Sections

1. Deferred Consideration: Required when part of the purchase price is to be paid at a later date or is contingent on future events

2. Employee Matters: Needed when there are specific arrangements or warranties regarding employees

3. Non-Competition Covenants: Include when the seller is to be restricted from competing post-completion

4. Intellectual Property Rights: Detailed provisions when IP is a significant asset of the target company

5. Data Protection: Required when personal data processing is a significant aspect of the business

6. Property Matters: Include when the target company owns or leases significant real estate

7. Earn-out Provisions: Required when part of the consideration is based on future performance

8. Break Fee: Include when parties agree to compensation if the deal fails under specific circumstances

9. Pre-Completion Undertakings: Needed when there's a gap between signing and completion

10. Post-Completion Adjustments: Include when the consideration may be adjusted based on completion accounts

Suggested Schedules

1. Details of the Company: Corporate information including registration details, directors, and share capital structure

2. Details of the Sale Shares: Specific details of the shares being sold including share numbers and classes

3. Completion Obligations: Detailed list of actions and documents required at completion

4. Warranties: Full set of warranties given by the seller

5. Disclosed Documents: List of documents disclosed against the warranties

6. Properties: Details of any real estate owned or leased by the company

7. Intellectual Property: Schedule of IP rights owned or licensed by the company

8. Material Contracts: List and details of key commercial contracts

9. Employees: Details of employees including terms of employment and benefits

10. Tax Covenant: Detailed tax indemnity provisions

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions
Clauses




































Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Professional Services

Healthcare

Retail

Energy

Transportation

Construction

Agriculture

Media and Entertainment

Telecommunications

Education

Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Company Secretarial

Due Diligence

Business Development

Commercial

Risk & Compliance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Legal Director

Company Secretary

Finance Director

Merger & Acquisition Manager

Investment Director

Corporate Development Manager

Transaction Manager

Due Diligence Manager

Legal Counsel

Tax Director

Commercial Director

Business Development Director

Industries







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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