Share purchase agreement: single corporate seller: 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 template for a share purchase agreement (SPA) for the sale of the entire issued share capital of a private company and its subsidiaries. This SPA is drafted for a transaction in England and Wales involving a single corporate seller and a single corporate buyer, with a simultaneous exchange and completion for a fixed cash purchase price. This SPA outlines the core operative provisions for the transaction, detailing the sale and purchase of the shares, the payment mechanics and each party's obligations at completion. It features an extensive set of seller warranties covering key commercial areas such as accounts, assets, intellectual property, data protection, employment and regulatory compliance. A detailed tax covenant is also incorporated as a schedule to the SPA. In addition, this document addresses limitations on the seller’s liability and includes post-completion restrictive covenants designed to protect the goodwill of the acquired business.