Board minutes: buyer (simultaneous exchange and completion): share purchases

by Practical Law Corporate

A standard document containing template minutes for a buyer's board meeting convened to approve a share purchase where exchange and completion are simultaneous. This document is drafted for use by a private company in England and Wales acquiring the entire issued share capital of a target company. It sets out the necessary board resolutions to approve the transaction and authorise the execution of key documents, including the share purchase agreement (SPA). The template addresses essential procedural matters, including directors' declarations of interest and consideration of the duty to promote the success of the company under section 172 of the Companies Act 2006. This document provides a framework for recording the board's approval, detailing the review of key SPA terms, such as warranties and liability limitations, alongside ancillary documents. It also addresses the buyer's obligations upon becoming a registrable relevant legal entity under the persons with significant control (PSC) regime as a result of the transaction.