Company Sale Agreement

Company Sale Agreement Template for Australia

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Key Requirements PROMPT example:

"I need a Company Sale Agreement for the sale of a mid-sized Australian technology company, with completion scheduled for March 2025, including specific provisions for intellectual property transfer and an earn-out mechanism based on the next two years' performance."

Document background

The Company Sale Agreement is a crucial transaction document used in Australian business acquisitions when one party wishes to sell and another wishes to purchase a company, whether through a share sale or asset sale structure. This agreement is essential for documenting the detailed terms of the transaction, including purchase price, payment mechanisms, warranties, indemnities, and completion procedures. It must comply with Australian corporate law requirements, including the Corporations Act 2001 (Cth) and relevant state/territory legislation. The document is typically prepared following extensive due diligence and negotiations, and often requires input from various professional advisors including lawyers, accountants, and corporate advisors. It serves as the definitive record of the transaction terms and provides crucial protection for both buyers and sellers through its warranty and indemnity provisions.

Suggested Sections

1. Parties: Identification of the seller(s) and buyer(s), including full legal names and registered addresses

2. Background: Context of the transaction, including brief description of the company being sold and purpose of the agreement

3. Definitions and Interpretation: Defined terms used throughout the agreement and rules for interpreting the agreement

4. Sale and Purchase: Core transaction terms including what is being sold (shares/assets) and the basic agreement to sell and purchase

5. Purchase Price: Consideration amount, payment terms, and any price adjustment mechanisms

6. Conditions Precedent: Conditions that must be satisfied before completion can occur

7. Pre-Completion Obligations: Obligations of both parties between signing and completion, including conduct of business requirements

8. Completion: Mechanics of completion, including timing, location, and actions required by each party

9. Warranties: Seller's warranties about the company, its business, and assets

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

11. Tax Indemnities: Specific indemnities relating to tax matters and allocation of tax liabilities

12. Confidentiality: Obligations regarding confidential information and announcements

13. Post-Completion Obligations: Ongoing obligations after completion, including transitional arrangements

14. General Provisions: Standard boilerplate clauses including notices, governing law, and dispute resolution

Optional Sections

1. Earn-out Provisions: Include when part of the purchase price is contingent on future performance

2. Non-Competition and Non-Solicitation: Include when restraints on the seller's future activities are required

3. Intellectual Property Assignment: Include when specific IP transfer provisions are needed

4. Employee Matters: Include when there are specific employment arrangements or concerns

5. Real Property: Include when the company owns significant real estate assets

6. Environmental Matters: Include for companies with environmental risks or obligations

7. Parent Company Guarantee: Include when a parent company guarantee is required

8. Break Fee: Include when there's an agreement on fees payable if the deal fails

9. Foreign Investment Approval: Include when FIRB approval is required

10. Regulatory Compliance: Include when specific regulatory requirements apply to the transaction

Suggested Schedules

1. Company Details: Details of the target company including corporate information and capital structure

2. Warranties: Detailed warranties about the company and its business

3. Properties: List and details of all real estate owned or leased

4. Intellectual Property: Schedule of all IP rights owned or licensed

5. Material Contracts: List and details of key contracts

6. Employees: List of employees and their key terms of employment

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

8. Permitted Leakage: List of permitted payments/transactions between signing and completion

9. Working Capital Statement: Target working capital calculation and adjustment mechanism

10. Data Room Index: Index of documents disclosed in due diligence

11. Disclosure Letter: Specific disclosures against the warranties

12. Form of Resignations: Pro forma resignation letters for outgoing directors

13. Form of Board Resolutions: Pro forma board resolutions required for completion

Authors

Alex Denne

Head of Growth (Open Source Law) @ ��Ƶ | 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

Technology

Manufacturing

Retail

Professional Services

Healthcare

Financial Services

Real Estate

Mining and Resources

Agriculture

Construction

Transport and Logistics

Media and Entertainment

Education

Energy

Telecommunications

Relevant Teams

Legal

Finance

Mergers & Acquisitions

Corporate Development

Tax

Compliance

Risk Management

Human Resources

Strategy

Operations

Business Development

Relevant Roles

Chief Executive Officer

Managing Director

Chief Financial Officer

General Counsel

Corporate Lawyer

Legal Counsel

Company Secretary

Head of Mergers & Acquisitions

Finance Director

Commercial Director

Business Development Director

Investment Manager

Transaction Manager

Due Diligence Manager

Integration Manager

Risk Manager

Compliance Officer

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