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Share Acquisition Agreement Template for Australia

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Key Requirements PROMPT example:

Share Acquisition Agreement

"I need a Share Acquisition Agreement for the purchase of 100% shares in a private Australian technology company, with completion scheduled for March 2025 and payment to be made in two installments."

Document background
The Share Acquisition Agreement is a fundamental document in corporate transactions under Australian law, used when one party wishes to acquire ownership of a company through the purchase of its shares from existing shareholders. This comprehensive agreement is essential for both private and public company acquisitions, though its specific terms may vary depending on the transaction size, complexity, and nature of the business being acquired. The document typically includes detailed provisions about the transaction structure, purchase price mechanisms, conditions precedent (including regulatory approvals), warranties about the business and shares, tax indemnities, and completion procedures. It requires careful consideration of Australian corporate law, particularly the Corporations Act 2001 (Cth), as well as other relevant legislation such as foreign investment, competition, and tax laws. The agreement serves to protect both parties' interests by clearly documenting their rights and obligations throughout the transaction process.
Suggested Sections

1. Parties: Identifies the seller(s), purchaser(s) and any guarantors to the agreement

2. Background: Sets out the context of the transaction, including description of the target company and intention to sell and purchase shares

3. Definitions and Interpretation: Defines key terms used throughout the agreement and sets out interpretation rules

4. Sale and Purchase: Core transaction terms including the shares being sold and purchase price

5. Purchase Price and Payment: Detailed mechanics of how and when the purchase price will be paid, including any adjustments

6. Conditions Precedent: Prerequisites that must be satisfied before completion can occur

7. Pre-completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements

8. Completion: Details of the completion process, timing, and deliverables

9. Warranties: Seller's warranties about the company, shares, and business

10. Warranty Limitations: Limitations on warranty claims including time limits, thresholds, and caps

11. Tax Indemnity: Specific indemnities relating to tax matters

12. Confidentiality and Announcements: Obligations regarding confidential information and public announcements

13. General Provisions: Standard boilerplate clauses including notices, costs, amendments, and governing law

Optional Sections

1. Earn-out: Include when part of the purchase price is contingent on future performance

2. Employee Matters: Include when there are specific arrangements for key employees or employee incentive schemes

3. Intellectual Property: Include when IP is a crucial asset requiring specific provisions

4. Real Property: Include when the company owns significant real estate assets

5. Bank Guarantees: Include when payment security is required

6. Competition Restraints: Include when restrictive covenants are required for sellers

7. Environmental Matters: Include for companies with significant environmental risks or obligations

8. Transitional Services: Include when post-completion services are required from the seller

Suggested Schedules

1. Details of the Company: Corporate information, shareholding structure, and subsidiaries

2. Completion Requirements: Detailed list of documents and actions required at completion

3. Warranties: Detailed warranties about the company, business, and shares

4. Disclosed Information: List of documents disclosed against the warranties

5. Properties: Details of real estate owned or leased by the company

6. Material Contracts: List and details of key contracts

7. Intellectual Property: Schedule of IP rights owned or licensed

8. Employee Information: Details of employees, employment terms, and benefits

9. Form of Resignation Letters: Template resignation letters for outgoing directors

10. Form of Board Resolutions: Template board resolutions for completion

11. Working Capital Statement: Agreed form of working capital calculation if relevant

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions




























































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Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Healthcare

Mining

Real Estate

Professional Services

Agriculture

Energy

Telecommunications

Infrastructure

Education

Transport and Logistics

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Risk Management

Corporate Secretariat

Business Development

Executive Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Legal Counsel

Company Secretary

Head of Mergers & Acquisitions

Investment Director

Corporate Development Manager

Finance Director

Tax Director

Due Diligence Manager

Transaction Manager

Business Development Director

Risk Manager

Compliance Officer

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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