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Buying or Selling a Company
Our template company sale and purchase documents cover the whole transaction process. They are drafted by practising corporate lawyers with extensive and current experience in advising both buyers and sellers of companies.
Letter of intent for the sale by a single seller of a company which has one or more subsidiaries. It outlines the principal sale terms on a non-legally binding basis with legally-binding provisions covering confidentiality, exclusivity and costs.
Letter of intent for the sale by multiple sellers of a company which has one or more subsidiaries. It outlines the principal sale terms on a non-legally binding basis with legally-binding provisions covering confidentiality, exclusivity and costs.
A short form NDA, in the form of a letter agreement, to use in a share sale transaction where a seller will disclose confirmation information to a potential purchaser. It covers the principal legal protections for the benefit of the seller as the disclosing party.
A comprehensive NDA, in agreement form, to use in a share sale transaction where a seller or target company will disclose confirmation information to a potential purchaser. It contains robust legal protections for the benefit of the seller and target company as the disclosing party.
Power of attorney for a selling shareholder to appoint the buyer as the seller’s attorney pending registration of the share transfer.
Minutes of a meeting of the board of directors of a corporate seller in a share purchase transaction.
Minutes of a meeting of the board of directors of a corporate buyer in a share purchase transaction.
Minutes of a meeting of the board of directors of a target company in a share purchase transaction, incorporating resolutions for matters typically approved by the target company at closing.
Share Purchase Agreement for the purchase from a single seller of a company which is the parent company of a group of companies.
Share Purchase Agreement for the purchase from a single seller of a company which is the parent company of a group of companies, with conditional completion and an interval between signature and closing.
Short form Share Purchase Agreement for the purchase of a company which is not part of a group of companies from a single seller.
Share Purchase Agreement for the purchase of a company which is not part of a group of companies from a single seller.
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Buying or selling a company at paper rock docs
We provide templates for the legal documents necessary for your private company sale and purchase transaction, whether you are:
- selling shares or advising the sellerÂ
- the intended buyer or advising the buyerÂ
Our comprehensive selection of documents covers the entire transaction process from start to finish and includes:
- preliminary documents:
- NDAs: NDAs tailored for M&A transactions
- letters of intent/heads of terms: non-binding letters of intent, outlining the main agreed terms, structure, timetable and process for the transaction, serving as the basis for preparing long form legal documentsÂ
- exclusivity agreements: forms of exclusivity agreement if required by the buyer and agreed by the seller
- due diligence: checklist for legal due diligence requests in an M&A transaction
- share purchase agreements (SPAs): various forms of SPA depending on:
- whether the target company is standalone or the parent of a corporate group
- the number of selling shareholders
- whether the transaction is signed and completed simultaneously or subject to conditions to be satisfied prior to completion
- the structure of the consideration, including post-completion adjustments based on completion accounts and earnout consideration
- disclosure letter: used for disclosure against the warranties under the SPA
- ancillary transaction documents: necessary documents to complete the transaction, includingÂ
- board resolutions for the target company, seller and buyer
- director’s resignation letter
- completion voting power of attorney and indemnity for lost share certificate
We also have a range of put and call option agreements for transactions involving options over shares in private limited companies.
