Share Purchase Agreement (SPA) — Drafting
Drafting a short-form SPA for the acquisition or disposal of 100% of the shares in a single target company with straightforward completion mechanics (simultaneous signing and completion, no conditions precedent beyond standard items). Suitable for owner-managed businesses, small company acquisitions, and management buyouts at the simpler end of the spectrum.
What’s included:
• A consultation to understand the deal structure, purchase price, and key commercial terms.
• Drafting of a short-form SPA covering purchase price (fixed or with a straightforward adjustment mechanism), warranties from the seller, indemnities for identified risks, limitations on warranty claims, restrictive covenants, and simultaneous completion mechanics.
• A standard set of seller warranties appropriate for a private company acquisition.
• One round of revisions based on your feedback.
• Final version ready for negotiation and execution.
What’s not included:
• Deferred consideration, earn-out, or escrow arrangements beyond a simple retention.
• Conditions precedent requiring regulatory, third-party, or competition approvals.
• Multi-company or group acquisitions.
• Disclosure letter (see Disclosure Letter — Drafting).
• Tax deed or tax covenant (can be quoted separately).
• Ancillary documents (property licences, IP assignments, employment matters).
• Negotiation with the other party beyond the scope described above.
• Tax advice (including VAT, corporation tax, income tax, capital gains tax, and stamp duty). If specialist tax advice is needed, I can recommend a suitable accountant or tax adviser.
FAQ
Q: What is a ‘short-form’ SPA?
A: A short-form SPA is a streamlined share purchase agreement suitable for straightforward acquisitions where signing and completion happen simultaneously. It includes all the essential protections (warranties, indemnities, restrictive covenants) but without the additional complexity of split exchange and completion, earn-outs, or regulatory conditions.
Q: What if my deal is more complex?
A: If the transaction involves deferred consideration, earn-out provisions, multiple conditions precedent, or a group structure, the SPA will need to be more detailed. I can provide a tailored quote after a short consultation.
Drafting a short-form SPA for the acquisition or disposal of 100% of the shares in a single target company with straightforward completion mechanics (simultaneous signing and completion, no conditions precedent beyond standard items). Suitable for owner-managed businesses, small company acquisitions, and management buyouts at the simpler end of the spectrum.
What’s included:
• A consultation to understand the deal structure, purchase price, and key commercial terms.
• Drafting of a short-form SPA covering purchase price (fixed or with a straightforward adjustment mechanism), warranties from the seller, indemnities for identified risks, limitations on warranty claims, restrictive covenants, and simultaneous completion mechanics.
• A standard set of seller warranties appropriate for a private company acquisition.
• One round of revisions based on your feedback.
• Final version ready for negotiation and execution.
What’s not included:
• Deferred consideration, earn-out, or escrow arrangements beyond a simple retention.
• Conditions precedent requiring regulatory, third-party, or competition approvals.
• Multi-company or group acquisitions.
• Disclosure letter (see Disclosure Letter — Drafting).
• Tax deed or tax covenant (can be quoted separately).
• Ancillary documents (property licences, IP assignments, employment matters).
• Negotiation with the other party beyond the scope described above.
• Tax advice (including VAT, corporation tax, income tax, capital gains tax, and stamp duty). If specialist tax advice is needed, I can recommend a suitable accountant or tax adviser.
FAQ
Q: What is a ‘short-form’ SPA?
A: A short-form SPA is a streamlined share purchase agreement suitable for straightforward acquisitions where signing and completion happen simultaneously. It includes all the essential protections (warranties, indemnities, restrictive covenants) but without the additional complexity of split exchange and completion, earn-outs, or regulatory conditions.
Q: What if my deal is more complex?
A: If the transaction involves deferred consideration, earn-out provisions, multiple conditions precedent, or a group structure, the SPA will need to be more detailed. I can provide a tailored quote after a short consultation.