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Share Purchase Agreement And Shareholders Agreement Template for England and Wales

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Key Requirements PROMPT example:

Share Purchase Agreement And Shareholders Agreement

"I need a Share Purchase Agreement And Shareholders Agreement for the acquisition of 60% of a technology startup by a venture capital firm, with specific provisions for founder vesting and anti-dilution protection for minority shareholders, to be completed by March 2025."

Document background
The Share Purchase Agreement And Shareholders Agreement is a crucial document used in corporate transactions under English and Welsh law when shares are being transferred and new shareholders are entering a company. This combined agreement serves two primary purposes: facilitating the share transfer and establishing the framework for future shareholder relations. It's particularly relevant in private company acquisitions, investment rounds, and corporate restructurings where there's a need to both document the share sale and establish ongoing governance arrangements. The document typically includes detailed provisions on share valuation, warranties, board composition, voting rights, share transfer restrictions, and exit mechanisms.
Suggested Sections

1. Parties: Identification of buyer, seller, and company including full legal names and registered addresses

2. Background: Context of the transaction, current shareholding structure, and purpose of the agreement

3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpreting the document

4. Sale and Purchase: Core transaction terms including price, payment terms, and details of shares being transferred

5. Completion Mechanics: Process and requirements for completing the transaction, including timing and location

6. Warranties and Indemnities: Seller's assurances about the company and shares, and related indemnification obligations

7. Board Composition: Structure and appointment rights for the board of directors

8. Shareholder Rights and Obligations: Voting rights, dividend rights, and general shareholder responsibilities

9. Transfer Restrictions: Limitations on future share transfers and pre-emptive rights

10. Reserved Matters: Decisions requiring special shareholder approval

Optional Sections

1. Earn-out Provisions: Additional payment terms based on future company performance metrics

2. Non-compete and Non-solicitation: Restrictions on seller's future business activities and employee solicitation

3. Tag-along and Drag-along Rights: Rights forcing or allowing shareholders to join in future share sales

4. Anti-dilution Protection: Provisions protecting shareholders from ownership dilution in future share issues

5. Information Rights: Rights of shareholders to receive company financial and operational information

Suggested Schedules

1. Completion Obligations: Detailed list of actions and deliverables required at completion

2. Warranties: Comprehensive list of warranties about the company, business, and assets

3. Company Information: Corporate details including share capital structure and subsidiaries

4. Properties: Details of company's freehold and leasehold properties

5. Material Contracts: Schedule of key business agreements and commitments

6. Intellectual Property: List of owned and licensed intellectual property rights

7. Disclosure Letter: Formal disclosures against the warranties

8. Employee Information: Details of key employees and their service agreements

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
Relevant Teams
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Industries

Companies Act 2006: Primary legislation governing company operations, including share capital, transfers, directors' duties, company administration, and shareholder rights and remedies

Financial Services and Markets Act 2000: Regulates financial services and markets, particularly relevant for regulated investments and financial promotion restrictions in share transactions

Law of Property (Miscellaneous Provisions) Act 1989: Sets out requirements for creation and transfer of legal interests in property, including formal requirements for contracts

Income Tax Act 2007: Governs income tax implications of share transfers and dividend distributions

Corporation Tax Act 2010: Regulates corporate tax aspects of share transactions and company restructuring

Taxation of Chargeable Gains Act 1992: Deals with capital gains tax implications of share disposals

Employment Rights Act 1996: Relevant for management shareholders and employee share schemes

Equality Act 2010: Ensures non-discrimination in shareholder arrangements and management positions

Competition Act 1998: Regulates anti-competitive behavior and merger control

Enterprise Act 2002: Contains merger control provisions and enterprise regulation

UK GDPR: Regulates the processing of personal data in share transactions and company operations

Data Protection Act 2018: UK's implementation of data protection requirements, complementing UK GDPR

Small Business, Enterprise and Employment Act 2015: Contains provisions affecting small business operations and corporate transparency

PSC Regulations: Requirements for recording and reporting People with Significant Control in a company

Modern Slavery Act 2015: Requires larger companies to ensure transparency in supply chains and operations

Bribery Act 2010: Anti-corruption legislation affecting corporate transactions and business operations

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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