A Share Sale Deed is used in Hong Kong when transferring ownership of shares in a company from one party to another. This document is essential for both private and public company transactions, though its application varies based on the nature and size of the deal. The deed must comply with Hong Kong's legal framework, particularly the Companies Ordinance (Cap. 622) and Securities and Futures Ordinance (Cap. 571). It includes comprehensive provisions covering purchase price, warranties, indemnities, conditions precedent, completion mechanics, and post-completion obligations. The Share Sale Deed is particularly crucial in M&A transactions, corporate restructurings, and investment deals, where it serves as the primary document evidencing the terms of the share transfer and protecting both parties' interests through detailed warranties and covenants.
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1. Parties: Identification of the seller(s) and buyer(s), including full legal names and addresses
2. Background: Context of the transaction, including details of the company whose shares are being sold
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase: Core agreement to sell and purchase the shares, including the number and class of shares
5. Purchase Price: Details of the consideration, payment terms, and any adjustments
6. Conditions Precedent: Any conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Obligations of both parties between signing and completion
8. Completion: Mechanics of completion, including timing, location, and actions required
9. Seller's Warranties: Warranties given by the seller regarding the shares and the company
10. Buyer's Warranties: Warranties given by the buyer regarding capacity and authority
11. Limitations on Claims: Limitations on warranty claims including time limits and financial thresholds
12. Tax Covenant: Seller's obligations regarding tax liabilities of the company
13. Confidentiality: Obligations regarding confidential information
14. Announcements: Restrictions on public announcements about the transaction
15. Further Assurance: Obligations to take further actions if necessary
16. Assignment: Restrictions on assignment of rights under the deed
17. Notices: Process for giving notices under the deed
18. Governing Law and Jurisdiction: Hong Kong law as governing law and jurisdiction provisions
1. Non-Competition Covenants: Restrictions on seller's competing activities, included when seller has significant market knowledge or customer relationships
2. Employee Provisions: Provisions dealing with employees, included when company has significant workforce
3. Real Estate: Specific provisions for company's real estate, included when company owns/leases significant property
4. Intellectual Property: Special provisions for IP rights, included when company has significant IP assets
5. Environmental Matters: Provisions dealing with environmental liabilities, included for companies in industrial sectors
6. Data Protection: Specific provisions for handling personal data, included when company processes significant personal data
7. Earn-out Provisions: Provisions for additional payments based on future performance, included when part of purchase price is contingent
8. Break Fee: Provisions for payment if deal fails, included in high-value or complex transactions
1. Details of the Company: Corporate information including registration number, registered office, directors, share capital structure
2. Details of the Sale Shares: Specific details of shares being sold including share certificate numbers
3. Purchase Price Calculation: Detailed methodology for calculating purchase price including any adjustments
4. Warranties: Detailed warranties about the company, its business and assets
5. Properties: Details of real estate owned or leased by the company
6. Intellectual Property Rights: List of IP rights owned or licensed by the company
7. Material Contracts: List and details of important contracts
8. Completion Requirements: Detailed list of documents and actions required at completion
9. Tax Covenant: Detailed provisions regarding tax indemnities and conduct of tax affairs
10. Form of Stock Transfer Form: Template instrument of transfer for the shares
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Technology
Manufacturing
Real Estate
Retail
Healthcare
Professional Services
Energy
Transportation
Media and Entertainment
Education
Construction
Hospitality
Agriculture
Mining
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Board of Directors
Executive Leadership
Company Secretariat
Treasury
Tax
Due Diligence
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Legal Director
Company Secretary
Investment Manager
M&A Director
Finance Director
Business Development Director
Corporate Development Manager
Transaction Manager
Due Diligence Manager
Compliance Officer
Risk Manager
Board Director
Managing Director
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