Share purchase agreement: short form: acquisition of a group

by Practical Law Corporate

A standard document that provides a short form share purchase agreement (SPA) for the sale and purchase of the entire issued share capital of a private company with at least one subsidiary. This document is drafted from the buyer's perspective and is intended for a straightforward transaction involving a single corporate seller and a single corporate buyer, with a simultaneous exchange and completion. It sets out the key terms of the acquisition, including the purchase price, completion obligations and post-completion arrangements. This document also includes seller warranties on a range of corporate, commercial and tax matters, a tax covenant, limitations on the seller's liability and restrictive covenants to protect the business's goodwill after the sale. NOTE: As this document is a short form agreement, it does not incorporate the full range of buyer-protection provisions that are generally included in a long form agreement. This document should therefore be read in conjunction with the drafting notes and reference should also be made to the long form share purchase agreements as appropriate.