Share Purchase Agreement Solicitors
If you need solicitors for a share purchase transaction, whether you are investing into a limited company or buying or selling the entire share capital of a business, we’re an ideal choice.
When it comes to share purchases, we’ve got vast experience advising businesses of all sizes and types. That experience means we focus quickly on the issues and strike the right balance between proportionate legal fees, speed and getting the right deal and protections in place for clients.
What to include or consider with share purchase agreements
Each transaction is different and a final agreement is the last stage in a process where pre-contract enquiries and due diligence are key. General speaking, below are key issues and clauses to consider and include in a share purchase agreement :-
- Due diligence
- Entire share capital or not? If not, a shareholders agreement will be important and considerations relating to control, dividends, exit and other key issues.
- MBO – is the transaction a Management Buy Out or Buy In? If so, specific considerations will apply
- Restrictive covenants or locking in senior staff who may be outgoing shareholders
- Deferred payment or payment in full on completion. Should there be an earn out which protects the buyer.
- Limitation of liability by the sellers – acceptable or not?
- Tax indemnity
- Disclosure letter – ties in with warranties
- Change of ownership with related contracts – do existing contracts with customers have Change Control provisions which may entitle the customers to cancel if the business changes owners?
Get in touch to discuss how we can help with your share purchase agreement – our fees are competitive whether it’s drafting, reviewing or advising on the underlying transaction.