Clauses—Corporate transactions

Corporate lawyers work on a variety of corporate transactions, all of which will in some way involve written agreements. This subtopic includes clauses that commonly appear in agreements relating to the following corporate transactions:

•
private M&A share purchase transactions
•
private M&A asset purchase transactions
•
corporate joint venture transactions
•
private equity transactions

Corporate transactional agreements will additionally contain some boilerplate clauses. For information on, and links to, boilerplate clauses that most commonly appear in agreements relating to corporate transactions, see: Clauses—overview.

This subtopic contains the corporate transaction precedent clauses that are commonly used in the corporate transactions set out below:

Private M&A share purchase transactions

Share purchase agreement clauses

The following clauses are for use with our suite of share purchase agreement precedents (see: Share purchase agreement—overview), as additional provisions to plug into our precedents where appropriate to do so:

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Retention account provisions—share purchase agreement
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Loan note provisions—share purchase agreement
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Earn-out provisions—share purchase agreement
•
Share consideration provisions—share purchase agreement
•
Share consideration provisions—share purchase agreement—private limited company
•
Completion accounts provisions—share purchase agreement
•
Working capital statement adjustment provisions—share purchase agreement
•
Cash

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