Share Purchase Agreement Lawyers
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When you are buying a business through a share or assets purchase, enlisting our share purchase agreement lawyers is essential to protect yourself.
We can draft share purchase and asset purchase agreements that define the sale and both parties’ responsibilities so that you can avoid disputes. Moreover, we will explain your tax obligations and implement tax planning clauses to ensure you get the most out of your purchase. If issues arise, we are experienced litigators that settle these problems quickly and affordably. With our help, you can purchase a business without the stress of legal jargon and documents.
What is a Share Purchase Agreement?
Our team regularly prepares share purchase agreements (SPA) that define the terms of a share purchase. It will set:
- The consideration payable – the amount transferred in exchange for the shares, whether this is a one-time purchase or a series of transfers
- The conditions of purchase – any requirements that must be satisfied before the purchase
- Warranties and Indemnities – assurances provided by the seller regarding the state of the company at the time of purchase
- Restrictions placed on the seller – designed to protect the business after the purchase
What is an Asset Purchase Agreement?
We can draft an asset purchase agreement (APA) to transfer a business’s assets. It is a legal document that defines:
- The purchased assets – including but not limited to property, equipment, contracts and intangible assets
- Warranties or indemnities – seller assurances specifying the asset’s condition at the time of purchase
- Claim Limitations – restrictions placed on the buyer regarding any claims they make against the seller
- Restrictions placed on the seller – implemented to protect the business in future
How We Can Guide You
To help you through your business purchase, we offer a service that covers multiple aspects of share and asset purchase agreements. Here are some ways we can support you:
Understanding Your Responsibilities
Many factors affect share and asset purchases, and you have many responsibilities as a buyer. We explain these conditions thoroughly, without unnecessary legal jargon, providing an accurate, detailed picture of the transaction.
Tax Advice
When you purchase a business, you should consider the tax on that sale. For example, share purchases attract stamp duty, and you will inherit the business’s tax duties. We help you manage the purchase and navigate the complex legal obligations to place you in the best tax arrangement
Drafting Your Agreement
Once you have reached an agreement with the seller, we prepare and draft the contract to create a legally binding arrangement. Our team completes everything so that all you have to do is sign on the dotted line.
Resolving Disputes
Sometimes, a seller does not fulfil their obligations as part of the agreement. With our experienced litigators, we can claim against them and secure compensation for any damages that you suffer.
Meet Our Corporate Team
When you choose us, you receive a team with diverse talents and experience. We have invested in a broad skill set to offer a range of expertise that can address any issues you face. Discover our profiles to learn more about our specialisms:
Qarrar Somji
Solicitor-Advocate
Salim Bharwani
Corporate Consultant
Namitha Gopan
Litigation Executive
Aliya Abid
Litigation Executive
Nazifa Sarwar
Litigation Executive
Trust Witan
If you are purchasing a company’s assets or shares, we can assist you through the process. Since 1986, we have prepared share purchase agreements and offered tax advice to dozens of businesses and individuals, overcoming every unique issue. With our experience and history of success, you can be sure that we will secure the best possible purchase terms and protect you from agreement breaches. And if the worst occurs, our litigation experts have all the necessary skills to fight your claim. You benefit from:
- Over 50 years of experience
- Representation by a Legal 500 law firm
- Specialist legal advice without complex jargon
- Free, no-obligation consultation with a legal expert
- Commercially-minded legal professionals
- Share purchase agreement lawyers in London, Birmingham and Northampton
Protect Your Share Purchase Today
To enlist the help of our share purchase agreement lawyers, contact our friendly experts today. We will break down our service further and arrange a free, no-obligation consultation to learn more about your situation and determine how we can help you.
FAQ
Who should draft and prepare a share purchase agreement?
The buyer’s legal representatives are responsible for drafting and preparing the share purchase agreement.
Are share purchase agreements legally enforceable?
Yes. Share purchase agreements are legally binding. They set out the obligations of the buyer and seller regarding a sale.
Who should sign a share purchase agreement?
Both the buyer and the seller will be required to sign a share purchase agreement.
Should I enter a SPA?
There is no legal obligation to enter a SPA for the sale of a company. However, the additional clarity protects the seller and buyer should a dispute arise.
Should I sign an APA?
As with a SPA, there is no legal obligation to sign an APA when purchasing assets. Despite this absence, an APA will protect you as it clearly defines the terms of the sale, making resolving disputes and claims simpler.
Should I get tax advice when selling my business with an APA?
Yes. It is not a legal requirement to seek tax advice, but we recommend doing so whether you are a buyer or a seller. Typically the APA will divide the sale of a business between various assets, including but not limited to property, equipment, contracts and goodwill.
If you plan to sell assets after the purchase, tax advice can help you obtain a high valuation to reduce your Capital Gains Tax Liability. On the other hand, sellers may seek tax advice to secure more intangible assets and decrease their tax obligations.
What happens to my employees after a share purchase?
A share purchase preserves the company’s state, meaning that its structures, employees, clients and suppliers remain the same before and after the sale. The same is not true under an asset sale where staff need to be transferred to the new entity.
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