M&A agreements cover a variety of contracts to transfer businesses or companies.

This share purchase agreement becomes extremely useful in any situation where the entire issued share capital of a company or business is acquired by another.

This model is an invaluable tool for parties and lawyers who are not specialized in M&A contracts and helps drafting a simple contract. It covers the most common issues involved while leaving enough flexibility for the parties to work out special situations for themselves. Buyers, sellers, lawyers and scholars will find in this model contract a useful companion in their daily work which will help them deal with:

  • Pre-closing and post-closing undertakings
  • Price and closing
  • Warranties and breach of warranties
  • Indemnification, indemnification procedure, and limitation of liability
  • Restrictive covenants
  • Confidentiality

Many other issues (e.g. conditions that must be met before closing) are covered in the useful annexes and schedules.