Drafting Share Sale & Purchase Agreements

The course is primarily workshop-based, involving a range of drafting exercises and other activities set around a share sale and purchase case study.

Time will be devoted to considering some of the key legal and tax principles in a share sale and purchase transaction, to provide a refresher to participants and to place the practical exercises in context.

Overall, you can expect a highly active learning experience, with an emphasis on delegate-led learning through discussion, individual exercises, group work and trainer feedback.

• A review of a case study transaction and consideration of the preliminary stages including Heads of Agreement, Exclusivity and Confidentiality
• A review of Standard Form Exclusivity and Confidentiality Agreements, including a drafting exercise from the buyer’s and seller’s perspectives
• A review of the different payment structures and drafting of a clause dealing with Consideration
• A refresher on the reasons for Conditional Contracts, their legal effect and the practical considerations
• A drafting exercise on Conditional SPA
• A review of a Standard Form Warranty clause and schedule in an SPA, including an exercise on amending relevant clauses to limit the seller’s exposure to risk
• A refresher on the key differences between warranties and indemnities, including an exercise on spotting ‘backdoor’ indemnities in an SPA.

This course is aimed at fee earners who have developed some legal technical knowledge in private acquisitions transactions and are looking to refresh their understanding and improve their drafting skills in the context of their day-to-day roles.