Private share acquisitions toolkit

by Practical Law Corporate

A toolkit providing links to key resources relating to the sale and purchase of the entire issued share capital of a private company. The toolkit guides users through the typical procedural steps in a share acquisition, from initial transaction structuring to post-completion integration. The curated resources include practice notes, checklists and standard documents covering preliminary agreements, the due diligence process and the negotiation of the share purchase agreement (SPA). It addresses core transaction documents such as the disclosure letter and other ancillary agreements for matters like transitional services. The toolkit also examines key transaction considerations including tax covenants, competition law, pensions and the impact of legislation such as the National Security and Investment Act 2021 and the Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023). It highlights materials on environmental, social, and governance (ESG) factors and climate-related drafting considerations in M&A, offering a broad perspective on modern share purchase transactions.