Share Purchase Agreements
A share purchase agreement is a legally binding contract that outlines the terms and conditions under which shares of a company are being sold from one party to another. This type of agreement is commonly used in the acquisition of shares in a private limited company or corporation. Share purchase agreements are typically associated with the purchase of an entire company, as opposed to individual assets.
At P.A Duffy & Co Solicitors, we represent buyers in Share Purchase Agreements all across Northern Ireland. Our team are experienced, understanding and diligent and will work tirelessly to ensure that the agreement is legally sound, comprehensively addresses the rights and obligations of the parties, and protects the client’s interests throughout the transaction.
Key elements that are typically covered in a share purchase agreement include:
Identification of Parties: The agreement should clearly identify the parties involved, including the buyer (purchaser) and the seller. If there are multiple buyers or sellers, they should all be clearly named.
Shares Being Sold: It specifies the number and class of shares being purchased, as well as any specific details about the shares, such as whether they are preferred shares, common shares, or have any special rights.
Purchase Price: The agreement details the purchase price, which is the amount the buyer is paying for the shares. This section may also cover the terms of payment and any adjustments to the purchase price, such as working capital adjustments.
Conditions Precedent: The SPA may specify conditions that must be met before the sale can be completed. These conditions can include regulatory approvals, financing arrangements, and other specific requirements.
Representations and Warranties: Both the buyer and the seller typically make representations and warranties about the company, its financial condition, assets, liabilities, contracts, and other important information.
Covenants: The agreement often includes covenants, or promises, that both parties agree to follow before, during, and after the transaction. Covenants can cover various matters, including non-compete clauses, non-solicitation agreements, and confidentiality.
Dispute Resolution: Share purchase agreements often include provisions for dispute resolution, such as mediation, arbitration, or litigation procedures to address conflicts or disagreements.
Confidentiality: To protect sensitive information about the company, confidentiality clauses may be included to restrict the parties from disclosing or using confidential information for unauthorized purposes.
Why do I need a share purchase agreement?
A share purchase agreement is essential to define the terms and conditions of the share purchase, protect the interests of both the buyer and the seller, and establish legal agreements for the transaction.
Can disputes arising from a share purchase agreement be resolved through mediation or arbitration?
Yes, many share purchase agreements include dispute resolution mechanisms such as mediation or arbitration to address conflicts or disagreements. Litigation is another option if disputes cannot be resolved through alternative means.
Are there any tax implications associated with share purchase agreements?
Share purchase agreements can have tax implications for both the buyer and the seller, depending on factors such as the jurisdiction, the purchase price, and the structure of the transaction. Tax advice is often sought to structure the deal efficiently.
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