Share Purchase Agreements
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 Solicitors 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.