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New Practical Law Corporate resource: Full-length Share Purchase Agreement

Content updates

Practical Law Corporate has recently published a new Standard document, Share purchase agreement: separate signing and completion, authored by our in-house legal writers with tax assistance from Eddie Ahn, Partner, DLA Piper.

This highly anticipated resource is a comprehensive, market-standard precedent agreement for the sale and purchase of 100% of the issued shares in a target proprietary company – a cornerstone transaction in corporate advisory practice. It will be of particular interest to specialist corporate transactional lawyers, as well as in-house counsel dealing with acquisitions.

It contains an extensive set of template clauses, alternative drafting options, and drafting notes and commentary for a range of standard share purchase transaction deals and features, including options for conditions precedent; deposit payments; pre-completion conduct; post-completion adjustment of the purchase price based on completion accounts; locked box pricing; post-completion escrow arrangements for claims; and a comprehensive suite of customisable seller warranties, including a full-featured tax warranty and tax indemnity, as well as in-depth specialist drafting and commentary on key areas of diligence and risk, such as employees and commercial real estate.

This new resource is intended to serve both as a complete, customisable precedent and as a modular reference library for relevant and useful clause drafting that subscribers may need to build into their existing transactional documents. Practical Law Corporate will continue to maintain this resource and enhance it with a range of supplemental standard clauses so that the precedent will continue to respond to the latest developments in Australian market practice and transactional structuring.

Subscribers can access the Standard document from Practical Law's Corporate Transactions practice area resource page. For more information, or to discuss a subscription to Practical Law, please contact Kate Merrifield, Head of Corporate.

Shan-Ree Tan
By Shan-Ree Tan

Shan-Ree Tan, Senior Writer, joined Practical Law after more than 8 years in practice at Gilbert + Tobin. His expertise includes leveraged private equity investments and trade sales, as well as restructures, capital raisings, fund structuring, foreign investment, State transactions, employee incentive schemes, corporate governance, commercial contracts and charities.

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