Drafting & Advising Clients on Share Purchase Agreements

COURSE DESCRIPTION
The course on drafting share purchase agreements is designed to provide a comprehensive overview of the key considerations and skills required to draft effective share purchase agreements (SPAs) for corporate transactions.
The course will begin by introducing the key concepts and terminology used in share purchase agreements, including the nature of share ownership, representations and warranties, and indemnification provisions. Students will learn how to analyze the deal structure and the transaction’s unique features to tailor the SPA to the specific needs of the parties involved.
The course will then focus on the drafting process itself, covering essential drafting techniques, best practices, and common pitfalls to avoid. Students will learn how to structure and draft the SPA’s key sections, such as the purchase price and payment terms, representations and warranties, conditions to closing, indemnification provisions, and other provisions critical to a successful transaction.

COURSE INSTRUCTION
This Course has been designed by practicing UK lawyers and university lecturers and serves as an introduction to Professional Law Firm Skills.

REQUIREMENTS
Knowledge of company law is required to complete this course successfully.

COURSE AIMS
By the end of the course, students will have a thorough understanding of the key considerations and drafting techniques required to draft effective SPAs and will have developed the skills necessary to negotiate and draft SPAs that meet the needs of their clients.

SUITABLE FOR
The course on drafting share purchase agreements is ideally suited for legal professionals and law students who wish to expand their knowledge and skills in drafting SPAs for corporate transactions. The course is also suitable for business professionals, entrepreneurs, and anyone involved in corporate transactions who wants to gain a better understanding of the SPA drafting process.

Overall, the course on drafting share purchase agreements is designed for anyone who wants to gain a deeper understanding of the SPA drafting process and improve their skills in drafting effective SPAs for corporate transactions

COURSE LEARNING OUTCOMES

Unit 1: An Introduction to Share Purchase Agreements.
To understand the preliminary documents required before drafting a share purchase agreement
To understand the difference between a share purchase and an asset purchase.
Understand the process of share purchase.
Describe why a share purchase agreement is important.
Describe an overview of the share purchase transaction and the documents required.
Be able to take instructions from the client
To be able to draft the heads of terms
To be able to draft Non-disclosure agreements
To appreciate the importance of acquiring consents and approvals from third parties
To appreciate the importance of the procedure of due diligence
To understand the different types of due diligence.
To draft a due diligence letter
To engage in due diligence.

Unit 2: Drafting an SPA
To describe the structure of an SPA
To be able to draft the Parties, recitals definitions clauses of the SPA
To appreciate the importance of Annexes to the SPA and how to use them
To draft the sale and purchase terms of the SPA
To describe the earn out arrangements option
To weigh up the advantages and disadvantages of an earn out clause in for your client.

Unit 3: Terms in an SPA
To understand the role of indemnities, restrictive covenants
To be able to draft indemnities
To understand the difference between warranties on an indemnity basis and specific indemnities
To draft appropriate indemnity clauses in the circumstances.
To be able to draft pre-closing covenants
To understand the importance of careful drafting of boilerplate clauses
To understand what types of boilerplate clauses could be included in the SPA.

Unit 4: Disclosure in an SPA
To understand what disclosure is and the role it plays within the SPA transaction
To appreciate the use of limiting the seller’s liability in the SPA linking to the disclosure letter
understand the further tactics and strategies that can be followed when using a disclosure letter
understand the contents of a disclosure letter
be able to draft a disclosure letter
understand the nature of disclosure and the difference between different types of disclosure under common law.
Understand that disclosure can be drafted from the perspective of the buyer or the seller – and how to draft from the perspective of your client.

Unit 5: The Completion Meeting
Understand the purpose of the completion meeting
Be able to prepare effectively for the completion meeting
Understand the purpose of simultaneous exchange
Be able to draft a completion agenda,
Understand the types of undertakings that may be relevant and to be given by stakeholders and legal representatives
Understand the process of payment of consideration at the completion meeting and the payment in escrow. ]
Understand and appreciate the risks associated with a split exchange.
Understand the purpose of conditions to completion
Understand the purpose of a long stop date and how to use it in an SPA

Unit 6: Completion Accounts
Understand what completion accounts are
Understand the purpose of completion accounts
Describe and consider the advantages of completion accounts
Apply the locked box approach
Understand what tax warranties are and why they are necessary
Understand what a tax deed is and how that tax deed can be used.
Draft tax warranties in the SPA.

TEMPLATES AND OTHER DOCUMENTS

Templates provided: For all units:

• Disclosure Letter Template
• Sample Due Diligence Request checklist
• Sample Heads of terms template
• Short form non-disclosure template
• 2 x Draft SPA’s.