A share purchase agreement is the document at the heart of any business acquisition. While heads of terms record the headline price, it is the share purchase agreement that determines the crucial terms of the deal. At BWS Law, our solicitors routinely draft and negotiate share purchase agreements for buyers and sellers across a wide range of sectors, making sure the final document accurately reflects the agreed deal and protects our client’s position.
At BWS Law, our work in this area covers all aspects of share purchase agreements, including:
A share purchase agreement needs to be thorough, clearly drafted, and tailored to the specific transaction. It’s the document that sets out the warranties each party gives, the indemnities they accept, the mechanisms that may adjust the price after completion, and the obligations that continue once the transaction has completed. Getting it right is crucial.
Our solicitors are adept at both drafting share purchase agreements from scratch and amending drafts where the other side leads on documentation. We make sure the agreement accurately reflects the commercial deal, addresses the issues identified during due diligence, and contains the protections our client needs. Every provision is explained clearly so clients understand what they are agreeing to before they sign.
Warranties and indemnities are where the real negotiation in most share purchase agreements takes place. For their part, sellers aim to limit their exposure as much as possible, while buyers want meaningful protection against problems they could not have discovered before exchange.
Our solicitors negotiate warranty and indemnity packages that accurately reflect the risk profile of the transaction. For sellers, we resist overreaching warranty requests, push for reasonable knowledge qualifications, and negotiate financial caps and time limits that give genuine protection against long-term liability. For buyers, we make sure the warranties cover the areas that matter and that any indemnities address the specific risks the due diligence identified.
The disclosure process runs alongside the negotiation of the share purchase agreement and is one of the most important parts of any share sale.
Our solicitors advise sellers on how to approach disclosure, review draft disclosure letters, and make sure disclosures are properly framed and supported by appropriate documentation. For buyers, we review the disclosure bundle carefully and advise on its adequacy and what it means for the warranties being offered.
Many share purchase agreements include mechanisms that adjust the purchase price after completion to reflect the actual financial position of the business at the point it changed hands. These provisions, whether based on completion accounts or a locked box structure, need to be drafted precisely to avoid expensive disputes.
Our solicitors advise on the appropriate choice of price adjustment mechanism, draft the relevant provisions, and advise on the accounting policies and definitions that govern how the adjustment is calculated. Where a dispute arises over completion accounts, we advise on the process for resolving it and represent clients through that process.
Some share purchase agreements are conditional on events occurring before the deal can complete, such as regulatory clearance. Managing conditions carefully and coordinating a smooth completion requires attention to detail and clear communication between all parties.
Our solicitors manage the entire pre-completion process, advise on satisfaction of conditions, and handle all completion mechanics. We also advise on post-completion obligations, such as earn-out arrangements, restrictions on the seller, and any ongoing obligations the agreement imposes after the deal has closed.
Where a dispute arises after completion over a warranty breach or an indemnity claim, the drafting of the share purchase agreement and the disclosure letter will be central to how that dispute is resolved. Our solicitors advise both buyers and sellers on warranty and indemnity claims, from the initial notification through to negotiated settlement or formal proceedings.
Whether you are buying or selling a business by way of a share purchase, our solicitors are well placed to negotiate the agreement and protect your position throughout.
We offer:
The consequences of a poorly negotiated share purchase agreement often only become clear months or years after the deal has closed. Our solicitors read every provision with that in mind, identifying the clauses that look innocuous but carry real risk and making sure nothing is agreed without our client understanding its practical effect. The care we take during the transaction saves clients from expensive problems later.
A share sale involves solicitors, accountants, tax advisers, and often funders, all working to different timetables. Our solicitors coordinate effectively with the other advisers involved, keep the transaction moving, and make sure nothing falls through the gaps between different workstreams.
We charge competitive rates and are transparent about costs from the first conversation. Our experience in share purchase agreement work means we handle transactions efficiently, concentrating our effort on the provisions that carry the most risk and avoiding time spent on issues that do not need it. Clients get thorough, experienced advice without unexpected bills.
If you need advice on a share purchase agreement, contact us today to find out how we can help.
To find out more about how we can help, please call us on now on 01509 232611 or Click here to make an enquiry.
