Disclosure Letter: share purchase

When do I use this document?

• as the disclosure letter to be delivered at closing of a Share Purchase Agreement
• for general and specific disclosures to be made by the seller(s) under the SPA

What are the key features?

• in letter form from the seller(s) to the buyer
• introductory paragraphs, linking the disclosure letter and disclosures to the warranties in the SPA
• general disclosures of certain matters, including:
  • the contents of the disclosure documents, which are usually the documents provided to the buyer during due diligence and to be set out in an index to the disclosure letter
  • in relation to commercial property, matters available from public searches
  • matters which would be available from:
    • a Companies House search of the target company
    • a winding-up search on the target company
    • a search of the UK Intellectual Property Office
• matters disclosed in correspondence between the parties and their advisers
• specific disclosures against the warranties to be included in table form

What other documents are there?

For a disclosure letter for use in a business purchase transaction, see BUS004.001 Disclosure Letter – business purchase.  For a disclosure letter for use in investment transaction, see Disclosure Letter: Investment Agreement