If you are thinking about investing in a private company or acquiring the whole of its share capital to secure the outright purchase of the company’s business, then it pays to speak to a specialists law firm. They can work with you to ensure that the terms of the proposed deal are fair and that they are recorded in a properly constituted share purchase agreement that adequately protects your interests.
This is something the commercial solutions lawyers at IMD Corporate do every day, working for a range of clients including entrepreneurs, private investigators, equity funds, business start-ups and management teams looking to secure a management buyout.
Our service is responsive and fast and can normally be delivered for a fixed fee.
What points should a share purchase agreement cover?
Aside from the price you are prepared to pay, the key points to consider when negotiating the terms and conditions of a share purchase agreement include:
- any statements or representations you have relied on in making the decision to proceed and which should therefore be included within the agreement as warranties so you can hold the seller to account if they turn out out be false, including those relating to ownership of intellectual property rights;
- any known liabilities or risk areas in the business which you and the seller have agreed the seller ought to bear responsibility for and which therefore need to be covered off under an indemnity;
- how the purchase price will be paid and whether any part of it should be deferred or made conditional upon the happening of a certain event;
- whether there any tax considerations which mean that the deal needs to be arranged in a particular way or that any company or corporate restructuring is required;
- whether the seller ought to be obliged to continue their involvement in the company for a set period to ensure an orderly handover; and
- whether the seller ought to be subject to any time-limited restrictions to prevent them from leaving the company and then immediately going to work for a rival or setting up in competition.
How IMD Solicitors can help
Working alongside you from the moment the sale is agreed, our lawyers can help you to:
- negotiate the terms on which the deal should be done;
- review disclosures made by the seller regarding the state of the company’s affairs;
- carry out pre-contract enquiries and legal due dilligence so you are clear on what you are buying and any risks that need to be considered;
- assist you in reviewing the seller’s draft of the agreement and in negotiating amendments and additions necessary to meet your needs; and
- identify any company documents that need changing as a result of your acquisition, including a shareholders’ agreement where one exists.
Why choose IMD Solicitors?
Our commercial lawyers understand the complexities involved in the purchase of a shareholding in a private company and of the importance of ensuring that everything proceeds smoothly.
That is why our service extends not just to drafting a share purchase agreement on your behalf, but also supporting you in the negotiations leading up to the deal being done and pushing you to consider whether a share purchase is the best way forward or whether an asset purchase may be a better option to achieve your objectives.
We are also here to offer support in the event you encounter difficulties following a deal being finalised, ably supported by our dispute resolution team who are on hand to offer advice and guidance on a range of issues from an alleged breach of warranty to a disagreement about the nature and effect of a restrictive convenant.It is not just buyers that we act for. We can also support sellers wishing to dispose of their shares who equally need advice and support though the process.
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List of notable commercial cases
- Advising one of the largest European banks on a number of occasions in respect of validity and construction of guarantees and on demand bonds, together with validity of agreements varying the guarantees and the underlying multi-million facility agreements.
- Advising on the establishment of a large entertainment company. Preparing various corporate and investment documents and leading extensive negotiations of shareholder agreement and ancillary documents. In addition, we provided various legal support to the company on on-going basis.
- Acting for a major automotive manufacturer in a joint venture with a UK company to commence production and distribution on the product in the UK and the Commonwealth. Negotiating and preparing all the relevant joint venture documents.
- Acting for the construction company in a large scale building project of circa £25m. Involved in negotiating an extensive JCT D&B contract as between our client (main contractor) and the local authority who were their client in this project.
- Drafting Terms & Conditions and Warranty terms for a leading UK manufacturer of steel doors, windows and partitions.
- Representing a sub-contractor in construction contract negotiations involving a large number of parties for construction of a museum in Kuwait.
- Advising on and drafting SaaS (Software as a Service) contract for the Client entering the UK market
- Advising on both pro-supplier and pro-customer Software Development Agreements for various Clients
- Advised a technology start up to set up and validate a messaging app, a direct competitor to Facebook’s Messenger
- Advising the client on and negotiating terms of corporate and personal guarantees tied to a cross-border commercial contract.
- Assisting a charity in preparation of various terms and conditions and contractual agreements.
- Advising the client on the terms of a joint venture agreement in an innovative waste management project.
- Advised the first Polish-owned bridging company in the UK
- Advising the client on the validity of execution of a number of international corporate finance agreements.
Awards and Accreditations
IMD in the Media
