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Share Sale Deed

Share Sale Deed Template for Australia

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Key Requirements PROMPT example:

Share Sale Deed

"I need a Share Sale Deed for the acquisition of 100% of shares in an Australian technology company, with an earn-out mechanism based on the next two years' performance and specific warranties around intellectual property rights."

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Document background
A Share Sale Deed is the primary transaction document used in Australian share acquisitions, whether for private company shares or significant parcels of shares in public companies. It is essential when transferring ownership of shares and typically involves detailed provisions regarding the sale price, payment terms, warranties about the company's condition, and various protections for both buyer and seller. The deed must comply with Australian corporate law requirements, including the Corporations Act 2001 (Cth), and address state-specific considerations such as stamp duty. It's particularly important for mergers and acquisitions, corporate restructures, and business succession planning, providing a comprehensive framework for the transaction and protecting all parties' interests through carefully drafted terms and conditions.
Suggested Sections

1. Parties: Identification of the Seller(s), Buyer(s) and any other relevant parties to the deed

2. Background: Context of the transaction, including company details and reason for the share sale

3. Definitions and Interpretation: Defined terms and interpretation rules used throughout the deed

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

5. Purchase Price and Payment: Detailed payment terms, including payment method, timing, and any adjustments

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

7. Pre-completion Obligations: Obligations of parties between signing and completion

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

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

10. Limitations on Claims: Limitations on warranty claims including time limits and financial caps

11. Tax Indemnity: Indemnities relating to tax liabilities pre-completion

12. Confidentiality: Obligations regarding confidential information

13. Announcements: Requirements for public announcements about the transaction

14. Costs and Stamp Duty: Allocation of transaction costs and stamp duty

15. General Provisions: Standard boilerplate provisions including notices, amendments, governing law

Optional Sections

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

2. Non-competition: Required when restricting seller from competing post-completion

3. Continuing Management: Needed when seller will continue involvement in management

4. External Consents: Required when third-party approvals are needed (e.g., regulatory, contractual)

5. Security for Claims: Used when purchase price is held in escrow or other security is provided

6. Intellectual Property: Detailed IP provisions if company has significant IP assets

7. Employee Matters: Specific provisions about key employees or employee arrangements

8. Transitional Services: Required when seller will provide services post-completion

Suggested Schedules

1. Share Details: Details of shares being sold including class, numbers, and current ownership

2. Company Details: Corporate information including subsidiaries and capital structure

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

4. Completion Obligations: Detailed list of completion deliverables and steps

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

6. Material Contracts: List and details of key contracts

7. Intellectual Property: Schedule of IP owned or licensed by the company

8. Employee Information: Details of employees including key terms and entitlements

9. Completion Accounts: Format and requirements for completion accounts

10. Permitted Encumbrances: List of permitted encumbrances on shares or assets

Authors

Alex Denne

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

alex.den.21@genieai.co
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Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Healthcare

Professional Services

Real Estate

Mining

Agriculture

Construction

Media and Entertainment

Energy

Telecommunications

Transport and Logistics

Relevant Teams

Legal

Finance

Corporate Development

Mergers and Acquisitions

Business Development

Tax

Compliance

Company Secretariat

Executive Leadership

Treasury

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Legal Counsel

M&A Director

Business Development Manager

Company Secretary

Finance Director

Investment Manager

Transaction Manager

Due Diligence Manager

Corporate Development Director

Investment Banker

Private Equity Manager

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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