In principle, transfers of shares in UK limited liability companies will usually involve a two-step process. First, buyers and sellers enter into a contract of sale, often referred to as a share purchase agreement, in which they agree on the price at which the shares are sold and the other terms of the transfer. As a key element of an SPA, this section of the agreement generally sets out the number of shares to be acquired and determines the rights, securities and shares acquired by the purchaser in the shares. This section should also indicate the purchase price of the shares and how it is to be paid (cash, buyer`s securities, assumption of debts/liabilities, exchange of assets (real estate, personal property, intellectual property, etc.) or a combination of the above, as well as the time and place of the transaction. In this context, it should also be indicated whether the execution of the SPA and the closing take place simultaneously or whether there is a gap between the execution and the closure (a deferred closure). Deferred financial statements are common and may be required for a variety of reasons, including because the parties must obtain different authorizations and administrative authorizations from third parties and, in some cases, the buyer needs time to arrange third-party financing (as may be the case in a private equity scenario). In some cases, whether simultaneously or deferred, the full purchase price is not paid at closing, a portion of which is payable upon the occurrence of certain future events. Over the years, the volume of collateral that buyers need has steadily expanded, and modern share purchase agreements are generally very extensive, much of which is related to the nature of the collateral. 3. Reverse triangular mergers – the buyer`s subsidiary moves to the goal (the goal survives and the buyer`s subsidiary ceases to exist).
At the beginning of the SPA, the identity of the seller (sellers) and the buyer, including their addresses and registered office, is described in the case of a company or other legal person. If the business is owned by more than one shareholder, it is important that the buyer ensures that each seller is liable for the full amount of all liabilities (joint and several liability) or, if not, for the allocation of liability between the different sellers. Pre-closed covenants usually limit what a seller can do before closing. As a general rule, covenants given by the seller are heavier than those of the buyer, as the seller usually retains control of the destination until the transaction is concluded….