Share purchase Definition

GLOSSARY

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What does Share purchase mean?

Under a share purchase, the buyer takes over ownership of the target company (ie where it acquires its entire share capital) carrying on the business, which comes with all of its assets, obligations and liabilities (whether or not the buyer was aware of them).

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EMI due diligence—checklist

EMI due diligence—checklist This Checklist examines some of the due diligence questions which should be asked to help ascertain whether the target company’s options should be treated as qualifying enterprise management incentives (EMI) options prior to the completion of any transaction to purchase the target company. It should be noted that this Checklist focuses only on EMI qualification. It does not examine wider issues associated with the particular terms of the EMI documentation nor addresses any considerations in processing the relevant option exercises as a result of the transaction. For this, see Practice Note: Private company transactions—share incentive considerations. EMI options are tax-advantaged share options which a qualifying company can grant on a discretionary basis, provided that all statutory requirements are met. They can be granted over shares worth up to £250,000 per individual and £3,000,000 in aggregate (in both cases the shares are valued as of the date of grant and ignoring any restrictions) and are intended for use primarily by small and growing companies. It should be noted...

Drafting and negotiating an entire agreement clause—checklist

Drafting and negotiating an entire agreement clause—checklist This Checklist sets out key issues to consider, and provides practical guidance, when drafting and negotiating entire agreement clauses in a business-to-business (B2B) contract. It considers the implications of common law and statutory controls, including the Unfair Contract Terms Act 1977 (UCTA 1977) and the Misrepresentation Act 1967 (MA 1967). The purpose of an entire agreement clause is to give the parties certainty that the entirety of the agreement between them is set out in writing and to ensure that any pre-contractual representations, statements, arrangements or discussions will not form part of the agreement they are entering into. Statements are often made by one party to another as part of the pre-contract negotiations (for example as part of a sales process). Disputes can arise around whether, or which, statements are intended to form part of the contract or potentially give rise to other remedies. Depending on the facts, a pre-contractual statement might take legal effect (and give rise to remedies). For more information, see Practice Note: Pre-contractual representations and statements....

Cross-border private M&A transactions—checklist

Cross-border private M&A transactions—checklist When a private M&A transaction involves multiple jurisdictions this will often result in the need to consider additional factors in the planning, structuring and execution of the deal. This Checklist sets out practical guidance on the key cross-border issues for legal teams to consider when advising on an international private M&A transaction in order to facilitate its successful outcome. Issue Guidance Compliance issues If the transaction involves parties or assets located in a jurisdiction which has been designated as ‘high risk’ under applicable anti-money laundering guidance or regulations, enhanced client due diligence and ongoing monitoring for potential money laundering or terrorist financing activities must be applied. These monitoring obligations will be particularly acute during due diligence. Sanctions Advisers on cross-border deals should also be mindful of which countries are subject to international sanctions (under UK, EU, UN or US regulations). Dealing with persons subject to sanctions may trigger reporting obligations and/or criminal liability. Screening of new clients and other relevant parties should be carried out...

Post-completion matters (share purchase)—checklist

Post-completion matters (share purchase)—checklist This checklist briefly summaries the key tasks and responsibilities that are likely to fall to the buyer's lawyers (and in some cases the seller's lawyers) following completion of a private M&A acquisition involving a target company incorporated in England & Wales. The terms of the SPA should always be carefully checked following completion so that the parties' lawyers can appropriately diarise what has been agreed, particularly with regards to timing, by way of specific post-completion obligations of the parties. Therefore, while this checklist summarises tasks that are typically required, each transaction is different and this list cannot therefore be exhaustive. Issue Guidance Registration of share transfers Buyer's lawyers: —submit to the Stamp Office stock transfer form(s) (or declaration of trust—see note below) in relation to the target company shares, for adjudication and payment of any stamp duty/transfer taxes (within 30 days after their execution)—update the register of members of the target company (and subsidiaries)—where relevant, update the people with significant control (PSC) register (CA 2006,...

Discover our 382 Practice Notes on Share purchase

Warranty limitations—pro-seller—share purchase agreement

Insert the following definitions as new definitions into clause 1 of Precedent: Share purchase agreement—pro-buyer—corporate seller—conditional—long form: 1 Definitions and interpretation Claim means a claim by the Buyer for any breach of the provisions of this Agreement (including a claim for breach of the Warranties); Data Room means the data room relating to the [Company OR Group] comprising all contracts, agreements, licences, documents and other information made available to the Buyer and its advisers, as listed in the Data Room index attached to the Disclosure Letter; The ScheduleLimitations on the Warranties ...

Property indemnity for a share purchase agreement

Property indemnity clause for insertion into a share purchase agreement Indemnity clause

Dive into our 174 Precedents related to Share purchase

What types of offences under the Proceeds of Crime Act 2002 (POCA 2002) should lawyers (who are acting in the 'regulated sector' under POCA 2002) and buyers be aware of in M&A transactions? If any such offence is identified as part of the due diligence process, what action should be taken and can this impact the timing of the transaction?

What types of offences under the Proceeds of Crime Act 2002 (POCA 2002) should lawyers (who are acting in the 'regulated sector' under POCA 2002) and buyers be aware of in M&A transactions? If any such offence is identified as part of the due diligence process, what action should be taken and can this impact the timing of the transaction? Under the Proceeds of Crime Act 2002 (POCA 2002), money laundering is defined as: • concealing, disguising, converting, transferring or removing criminal property out of the jurisdiction • entering into or becoming concerned in an arrangement that facilitates the acquisition, retention, use or control of criminal property, and • acquiring, using or possessing criminal property Money laundering is further defined in the Terrorism Act 2000. It is an offence to enter into or become concerned in an arrangement that facilitates the retention or control by or on behalf of another person of terrorist property: • by concealment • by removal from the jurisdiction • by...

When is a private company allowed to offer shares to the public? Would an offer to several investors or a group of high net worth individuals be construed as an offer to the public?

When is a private company allowed to offer shares to the public? Would an offer to several investors or a group of high net worth individuals be construed as an offer to the public? Prohibition of public offers by private company (Companies Act 2006, Part 20, Chapter 1) Under section 755(1) of the Companies Act 2006 (CA 2006) a private limited company must not: • offer to the public any securities (ie shares or debentures) of the company, or • allot or agree to allot any securities of the company with a view to their being offered to the public Further CA 2006, s 755(2) confirms that, unless proved otherwise, an allotment or agreement to allot securities will be presumed to be made with a view to their being offered to the public if an offer of the securities (or any of them) to the public is made: • within six months after the allotment or agreement to allot, or • before the receipt by the...

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International Trade weekly highlights—5 December 2024

This week's edition of International Trade weekly highlights includes: the publication of the Customs (Miscellaneous Amendments) (No 3) Regulations 2024, and weekly roundup of HMRC import, export and customs guidance.

High Court dismisses judicial review relating to Government order requiring Russian-backed investment firm to sell broadband provider under the NSIA 2021

Corporate analysis: LetterOne Core Investment, S.A.R.L. and another) v Secretary of State for Business, Energy and Industry, concerning a judicial review of a final order made pursuant to section 26(3) of the National Security and Investment Act 2021 (NSIA 2021) made by the Secretary of State for Business, Energy and Industrial Strategy requiring LetterOne to sell broadband business Upp Corp Ltd on national security grounds (Final Order). The High Court dismissed the challenge.

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