"Everything at Advocates is done on a timed basis, so we need to conduct our research efficiently. We don't want to charge clients unnecessarily or write off our time. With Lexis products, we can get more research done each day"
Advocates
Access all documents on Share purchase
Speed up all aspects of your legal work with tools that help you to work faster and smarter. Win cases, close deals and grow your business–all whilst saving time and reducing risk.
For our full legal glossary and more legal research sources, register for a free Lexis+ trial
Seller's SPA drafting guide (unconditional completion)—checklist This Checklist serves as a guide of certain key matters for the seller’s solicitors to consider when drafting, or commenting on, a share purchase agreement (also known as SPA or share sale agreement) recording the sale and purchase of the entire issued share capital of a private limited company, where the transaction involves simultaneous exchange and completion. Parties The drafter should: • check to see if the legal and beneficial title to the sale shares is split, ie check to see if the seller's sale shares are held in the name of a nominee, requiring the beneficial owner to: ◦ be named as the seller in the SPA instead of the registered holder, and ◦ procure the sale of the sale shares to the buyer • check to see if the transaction involves any parties connected with company directors, which may constitute substantial property transactions requiring certain approvals (see Practice Note: Substantial property transactions—requirement to obtain members’ approval) • resist proposals to include in...
Intra-group reorganisation (by share sale)─checklist This Checklist summarises the key steps involved in an intra-group reorganisation by sale of shares of an English-incorporated company to another English-incorporated company and highlights certain issues which may arise for the company as a result of such process. This Checklist does not claim to be exhaustive, as the issues that arise in connection with an intra-group reorgnisation by share sale and the steps involved in the process will vary from one transaction to the next. For a summary of the key issues involved in an intra-group reorganisation by way of an asset sale, please refer to: Intra-group reorganisation (by asset sale)─checklist. Consideration of a corporate reorganisation may also require specialist assistance in property, employment, pensions, intellectual property, information technology, finance and tax matters. Please consider obtaining further guidance on these areas. For further information, see Practice Notes: IP and IT aspects of intra-group reorganisations and Intra-group reorganisations and pensions. Issue Guidance Determining the reorganisation structure and other preliminary considerations (general) Asset purchase or...
Discover our 25 Checklists on Share purchase
Transfer of shares—flowchart View or
Intra-group reorganisation—common
Discover our 2 Flowcharts on Share purchase
Reporting on the findings of the due diligence review in a private equity buyout transaction This Practice Note is part of the Lexis+® UK Corporate private equity buyout transaction toolkit. The reporting process Each adviser engaged to conduct due diligence should both report their key findings (especially any key issues and problems) as they are discovered and also then prepare a due diligence report to highlight material issues arising from their review exercise. The advisers’ engagement letters should set out the agreed timing, form and content of the due diligence report. Draft or interim reports may be prepared and circulated periodically throughout the process, so that material issues can be dealt with as they arise. Often, by the time the final report is submitted to the private equity investor, the investor will be aware of all material issues which may affect the transaction. The purpose of a legal due diligence report is to: • give the investor sufficient information about the target and to summarise that information...
Preparing for the due diligence process on takeover transactions This Practice Note is part of the Corporate toolkit for public company takeovers. For a more detailed Practice Note on the due diligence process on takeovers, see Practice Note: Due diligence on takeovers. Both the offeror and offeree will need to make preparations for the conduct of due diligence, so as to ensure that the process runs smoothly and does not unnecessarily hinder the progress of the transaction. Offeror: due diligence preparations Type and extent of due diligence The offeror must first decide which types of due diligence it wants to conduct (legal, commercial, financial, tax or other specialist due diligence such as actuarial). This will depend on the nature of the business and the circumstances of the transaction (including whether the takeover is likely to be recommended by the offeree board). The due diligence exercise on a public takeover is usually more limited than on a private company acquisition. The offeror should enter into an engagement...
Discover our 226 Practice Notes on Share purchase
Sanctions warranty provisions—share purchase agreement—pro-seller—individual sellers—unconditional—long form Insert the following definitions as new definitions into clause 1 of Precedent: Share purchase agreement—pro-seller—individual sellers—unconditional—long form: 1 Definitions and interpretation Sanctioned Activity • means any activity subject to sanctions imposed by the Sanctioning Body; Sanctioning Body • means the United Kingdom, United States of America, European Union and any other applicable local, national or multinational government agency, department, official parliament, public or statutory person or any government or professional body, regulatory or supervisory authority, board or other body responsible for imposing and/or administering sanctions; Sanctioned Entity • means any person or entity which is, or which is owned or controlled directly or indirectly by a person or entity which is, the subject of sanctions imposed by, or on a designated sanctions list by, a Sanctioning Body, and in this Clause 1, the words ‘owned or controlled directly or indirectly’ have the meaning given in applicable Sanctions Laws; Sanctions Laws • means all applicable law relating to a Sanctioned Activity, applicable to any...
Change of control notice—intra-group reorganisation—share purchase Headed notepaper of target company To: [Insert name and address of contractual counterparty/interested third party] [Insert date] Dear [insert individual/organisation name] Notice of change of control [We refer to the agreement dated [insert date] between [insert target company name] and [insert contractual counterparty name] relating to [insert details of contract] (the Contract).] As part of an internal reorganisation, our parent company [insert seller name] [is proposing to transfer OR has transferred] its ownership of us to [insert buyer name], a company registered in [England and Wales OR [insert country of incorporation]] (registered number [insert company number] with its registered office at [insert address], being another company [within the same group of companies OR whose ultimate parent company is [insert ultimate parent company name]]. We hereby give notice that, with effect from [insert date of completion of reorganisation share purchase transaction], there [will therefore be OR has therefore been] a change of control such
Dive into our 129 Precedents related to Share purchase
Are there any different requirements for a private company or a public company to carry out a share for share exchange? We assume for the purposes of this response that you are referring to an unlisted public limited company with certificated shares. A share for share exchange involves the selling shareholder exchanging its existing shares for new shares in a corporate buyer. The usual considerations in relation to private companies and public unlisted companies transferring shares and issuing new shares apply in relation to the transaction. Transfer of shares There are no additional legislative requirements for a share transfer by a public limited company to that for a private limited company. Public limited companies will of course have different articles of association to a private company, and these will need to be carefully examined for any specific restrictions in relation to transfer. Similarly, any shareholders’ agreement should be reviewed in a similar light. The appropriate form of an instrument of transfer may...
What protection is available to a seller where a buyer fails to perform its deferred consideration payment obligations under a sale agreement? This scenario reflects a common concern for sellers negotiating/agreeing an Asset Purchase Agreement (APA) or Share Purchase Agreement (SPA), in terms of how a seller can protect its interest and right to receive deferred consideration payments. Typically, in an APA or SPA, a seller may protect the goodwill of the business and its right to receive deferred consideration payments by taking a form of security, eg security over all or part of the buyer’s assets which may include the target business assets. Security can take a number of different forms and for more information on the types of security and advantages of taking security, see Practice Note: Types of security. In the context of the described, a common method of securing the buyer’s obligations in an APA or SPA is for a seller to obtain a guarantee of the buyer’s obligations under the APA or...
See the 93 Q&As about Share purchase
This week's edition of Dispute Resolution weekly highlights includes: analysis of a number of key DR developments and key judicial decisions including Saxon Woods Investments Ltd v Costa (Court of Appeal unfair prejudice decision), The New Lottery Company Ltd v The Gambling Commission (appropriate security for costs applicants), Vietjet Aviation Joint Stock Company v FW Aviation (limits of appellate jurisdiction) and discussion of the potential impact of AI-driven fake evidence in litigation; dates for your diary; details of our most recently published content; and other information of general interest to dispute resolution practitioners.
This week's edition of Corporate weekly highlights includes news of the government publishing a policy paper in support of its Modern Industrial Strategy, focussed on economic growth and industrial renewal. Key highlights are the government moving forward with implementing the introduction of ARGA to replace the FRC as the statutory regulator for audit and corporate governance, and a 12–week consultation on amending the National Security and Investment Act 2021 foreign direct investment regime (specifically, amending the list of sectors caught by the regime). There is otherwise a focus on corporate governance issues and continuing with reforms to the UK listing regime.
Read the latest 52 News articles on Share purchase
**Trials are provided to all ÀÏ˾»úÎçÒ¹¸£Àû content, excluding Practice Compliance, Practice Management and Risk and Compliance, subscription packages are tailored to your specific needs. To discuss trialling these ÀÏ˾»úÎçÒ¹¸£Àû services please email customer service via our online form. Free trials are only available to individuals based in the UK, Ireland and selected UK overseas territories and Caribbean countries. We may terminate this trial at any time or decide not to give a trial, for any reason. Trial includes one question to LexisAsk during the length of the trial.
0330 161 1234