Share purchase agreement: multiple individual sellers: non-simultaneous exchange and completion

by Practical Law Corporate (with thanks to Sarah Ozanne , CMS Cameron McKenna Nabarro Olswang LLP for input on the employment warranties)

A standard document providing a buyer-friendly share purchase agreement (SPA) for the acquisition of the entire issued share capital of a private company and its subsidiaries from several individual sellers. This SPA is structured for transactions with a non-simultaneous exchange and completion, where closing is conditional upon the satisfaction of specific matters before a longstop date. It includes detailed provisions governing the conduct of the target's business during the interim period to protect the buyer's interests. Drafted from a buyer's perspective, this standard document contains robust seller warranties covering a wide range of commercial, operational and legal areas, such as finance, intellectual property, data protection, and employment. A detailed tax covenant is also incorporated as a schedule to indemnify the buyer against pre-completion tax liabilities. Key features include post-completion restrictive covenants on the sellers, limitations on liability for warranty claims and detailed mechanics for both exchange and completion. This standard document is suitable for transactions governed by the law of England and Wales.