Share purchase agreement

Share purchase transaction toolkit

The Share purchase transaction toolkit acts as a guide to private company sale and purchase transactions structured as a share purchase. It provides an overview of each phase of a share purchase transaction and the tasks that lawyers are required to complete as part of each phase. The toolkit includes links to Checklists, Precedents (with drafting notes), forms, Practice Notes and an explanation of the key drafting and negotiating points to consider in share purchase transactions.

See the following Practice Notes (which are part of the Share purchase transaction toolkit):

•
Share purchase agreement and ancillaries phase in share purchase transactions, and
•
Drafting and negotiating the share purchase agreement

for a guide to this phase of a private M&A (share purchase) transaction.

Drafting and negotiating the share purchase agreement

The buyer's lawyers will generally prepare the first draft of the share purchase agreement (SPA). However, in addition to precedents which assume that the drafter is acting for the buyer, we also provide precedents for drafters acting for the seller (either preparing a first draft or marking up the buyer's

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