SPA - Single Company

The Share Purchase Agreement (SPA) is the principal legal document for a share purchase transaction.  We have different forms available, depending on the structure and terms of the transaction and whether the sale is for a standalone company or a corporate group.

Alternative forms of SPA include:

Share Purchase Agreements for a single company are in this section.  For Share Purchase Agreements for a corporate group, click SPA – Group

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  • Paper Rock expert legal document templates for buying or selling a business
  • Paper Rock expert legal document templates for buying or selling a business
  • Paper Rock expert legal document templates for buying or selling a business
  • Paper Rock expert legal document templates for buying or selling a business
  • Paper Rock expert legal document templates for buying or selling a business
  • Paper Rock expert legal document templates for buying or selling a business

What are the main features of a Share Purchase Agreement?

The Share Purchase Agreement (SPA) is the principal legal document for a share purchase transaction.

The first draft SPA is usually prepared by the buyer.  An exception is in the case of a competitive auction process, where the seller may provide a draft SPA for review and comment by the competing bidders for the company.

The main features of an SPA are:

  • sale and purchase: the mechanics for the sale and purchase of the target company shares and closing of the transaction
  • conditions: any conditions that need to be satisfied prior to closing
  • consideration: the consideration to be paid by the buyer, including the form of consideration (cash, shares or a combination), upfront consideration paid on closing, deferred consideration, earnout consideration and adjustment for the net assets of the target company on the business of completion accounts
  • warranties: warranties from the seller about the target company, its business, finances, assets, intellectual property, contracts, liabilities and tax history
  • indemnities: any specific indemnities identified during the due diligence and disclosure process and, usually, a tax indemnity relating to pre-closing tax liabilities and compliance
  • restrictive covenants: covenants prohibiting the seller from competing with the target company and soliciting the target company’s customers, suppliers and employees for a period following closing of the transaction
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