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Memorandum Of Understanding Share Purchase Template for England and Wales

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Key Requirements PROMPT example:

Memorandum Of Understanding Share Purchase

"I need a Memorandum Of Understanding Share Purchase for acquiring 30% of a technology startup based in Manchester, with specific provisions for tech IP protection and an exclusivity period of 6 months starting March 2025."

Document background
The Memorandum of Understanding Share Purchase is commonly used in the initial stages of share acquisition negotiations under English and Welsh law. It serves as a strategic tool to document the parties' preliminary understanding and intentions before committing to a binding share purchase agreement. This document typically outlines key commercial terms, valuation principles, due diligence requirements, and transaction timelines. While primarily non-binding, it often includes certain binding provisions such as confidentiality, exclusivity, and costs. It's particularly valuable for complex transactions where detailed negotiation and due diligence are required before proceeding to definitive agreements.
Suggested Sections

1. Parties: Identification and details of all parties involved in the share purchase

2. Background: Context and purpose of the MOU

3. Definitions: Key terms used throughout the document

4. Subject Matter: Details of shares to be purchased including quantity and class

5. Proposed Transaction Structure: Overview of how the share purchase will be executed

6. Timeline: Key dates and milestones for the transaction

7. Confidentiality: Obligations regarding sensitive information

8. Non-Binding Nature: Statement clarifying which provisions are binding/non-binding

Optional Sections

1. Due Diligence: Process for investigating the target company - use for complex transactions or when purchasing significant shareholdings

2. Exclusivity: Agreement not to negotiate with other parties - use when parties want to ensure exclusive negotiations

3. Break Fee: Compensation if transaction doesn't proceed - use for high-value transactions with significant preparation costs

4. Regulatory Approvals: Required governmental or regulatory consents - use when transaction requires regulatory clearance

Suggested Schedules

1. Schedule 1: Share Details: Detailed information about the shares being purchased

2. Schedule 2: Timetable: Detailed timeline of transaction milestones

3. Schedule 3: Due Diligence Requirements: List of required documents and information

4. Appendix A: Form of Definitive Agreement: Draft or outline of the final share purchase agreement

5. Appendix B: Corporate Structure: Diagram showing corporate structure pre and post-transaction

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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Industries

Companies Act 2006: Primary legislation governing company operations, including share capital, transfer provisions, directors' duties, corporate governance requirements, and pre-emption rights

Financial Services and Markets Act 2000: Regulates financial services and markets, covering regulated investments, financial promotion rules, and market abuse regulations

Enterprise Act 2002: Addresses competition law considerations and merger control provisions that may affect share purchases

UK Takeover Code: Regulatory framework for public company acquisitions, including mandatory offer thresholds and disclosure requirements

FCA Handbook: Contains rules and guidance for regulated firms, particularly relevant for listed companies, including disclosure and transparency requirements

Income Tax Act 2007: Tax legislation relevant for personal tax implications of share transactions

Corporation Tax Act 2010: Corporate tax legislation affecting company-level taxation in share transactions

Stamp Duty Reserve Tax Regulations: Tax regulations governing stamp duty payments on share transfers

Money Laundering Regulations 2017: Anti-money laundering requirements that must be considered in share purchase transactions

UK Corporate Governance Code: Best practice recommendations for corporate governance, particularly relevant for listed companies

Market Abuse Regulation: Retained EU law (596/2014) governing market abuse and insider dealing

Data Protection Act 2018/UK GDPR: Data protection requirements that must be considered during due diligence and information sharing

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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