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Share Sale And Purchase Agreement Template for England and Wales

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Key Requirements PROMPT example:

Share Sale And Purchase Agreement

"I need a Share Sale and Purchase Agreement for the acquisition of a UK-based software company, where 75% of shares are being sold with an earn-out mechanism over 3 years, completion planned for March 2025."

Document background
The Share Sale and Purchase Agreement is the primary transaction document used when acquiring or disposing of shares in a company under English and Welsh law. It is essential for both private and public company transactions, though terms vary significantly based on deal size and complexity. The agreement typically includes detailed warranties about the target company's business, tax covenants, and specific indemnities. It requires careful consideration of Companies Act 2006 requirements, tax implications, and sector-specific regulations. This document is fundamental to M&A transactions and requires input from legal, financial, and operational stakeholders.
Suggested Sections

1. Parties: Identification of seller(s) and buyer(s) with full legal details

2. Background: Context of the transaction and brief description of the target company

3. Definitions: Key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including shares being sold and price

5. Completion: Mechanics and timing of completion

6. Warranties: Seller's warranties about the company and shares

7. Limitations on Liability: Restrictions on warranty claims and general liability

8. Confidentiality: Obligations regarding transaction and company information

9. Governing Law and Jurisdiction: Choice of law and courts

Optional Sections

1. Tax Covenant: Specific tax indemnities and procedures for tax-sensitive transactions

2. Non-competition: Restrictions on seller's future activities to protect business value

3. Earn-out: Terms for additional future payments based on performance metrics

4. Employee Matters: Specific provisions regarding retention and treatment of key employees

Suggested Schedules

1. Details of the Company: Corporate information including share capital structure

2. Warranties: Detailed warranties about the business

3. Properties: Details of company's real estate

4. Intellectual Property: List of IP rights and registrations

5. Material Contracts: Key business agreements

6. Completion Obligations: Documents and actions required at completion

7. Employee Information: Details of employment terms and benefits

Authors

Alex Denne

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

Relevant legal definitions





































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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Companies Act 2006: Primary legislation governing company operations including share transfer provisions, company constitutional requirements, directors' duties, share capital regulations, and pre-emption rights

Financial Services and Markets Act 2000: Regulates financial services activities, including restrictions on financial promotions and requirements for listed companies, relevant when shares of regulated entities are being transferred

Law of Property (Miscellaneous Provisions) Act 1989: Key contract law legislation affecting property transfers, including requirements for written contracts and formal execution

Misrepresentation Act 1967: Governs remedies for misrepresentation in contracts, crucial for warranties and representations in share purchase agreements

Tax Legislation Bundle: Including Stamp Duty, Stamp Duty Reserve Tax, Corporation Tax Act 2010, Income Tax Act 2007, and Capital Gains Tax provisions affecting share transfers

Enterprise Act 2002: Competition law framework governing merger control and market investigations in the UK

Competition Act 1998: Prohibits anti-competitive agreements and abuse of dominant market position, relevant for merger control

TUPE Regulations 2006: Transfer of Undertakings (Protection of Employment) Regulations protecting employees' rights during business transfers

Employment Rights Act 1996: Fundamental employment legislation affecting employee rights during company ownership changes

UK GDPR and Data Protection Act 2018: Data protection legislation governing the processing and transfer of personal data during corporate transactions

Money Laundering Regulations 2017: Anti-money laundering requirements including due diligence and reporting obligations in corporate transactions

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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