Conditions in Share Purchase Agreement: What You Need to Know
A share purchase agreement (SPA) is a legal document outlining the terms and conditions of the sale of a company’s shares. It’s important for both the buyer and seller to carefully review and negotiate the terms of the SPA to ensure their respective interests are protected. One key aspect of the SPA is the inclusion of conditions that must be met before the sale can be completed. In this article, we’ll explore the most common conditions found in SPAs and what you need to know about them.
1. Due Diligence: Due diligence is the process of thoroughly examining a company’s financial and legal records to identify potential risks and opportunities. A condition precedent to the SPA may require that the buyer conduct due diligence on the company before proceeding with the purchase. This condition is important to protect the buyer’s interests and ensure that the company is in good financial standing.
2. Regulatory Approvals: Certain industries are highly regulated and require government approval before a sale can be completed. For example, a company operating in the healthcare industry may require regulatory approval from the relevant authorities before a sale can be completed. The SPA may include a condition precedent that all necessary regulatory approvals are obtained before the sale can be completed.
3. Third-Party Consents: Another common condition found in SPAs is third-party consents. This refers to the need for consent from parties other than the buyer and seller, such as suppliers or customers, before the sale can be completed. Without these consents, the sale may not be possible.
4. Representations and Warranties: A SPA will usually include representations and warranties from the seller about the company’s financial and legal standing. These are assurances that the seller makes to the buyer that the information provided is accurate and complete. Conditions precedent may be included that require these representations and warranties to be true and accurate up to the closing date.
5. Closing Conditions: Specific conditions may be included that must be met by both the buyer and seller before the sale can be completed. These may include the transfer of ownership of the shares, the payment of the purchase price, and compliance with all regulatory requirements.
In summary, conditions in a share purchase agreement are important to protect the interests of both the buyer and seller. Due diligence, regulatory approvals, third-party consents, representations and warranties, and closing conditions are some of the most common conditions found in SPAs. It’s essential to review and negotiate these conditions carefully to ensure a successful sale.