Right Of First Refusal Stock Purchase Agreement Template for England and Wales

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Key Requirements PROMPT example:

Right Of First Refusal Stock Purchase Agreement

"I need a Right of First Refusal Stock Purchase Agreement for my UK-based tech startup, protecting our founding team's ability to maintain control as we bring in new investors, with specific provisions for share valuation based on our last funding round in January 2025."

Document background
The Right of First Refusal Stock Purchase Agreement is essential for companies seeking to maintain control over their shareholder base while operating under English and Welsh law. This document is typically implemented when companies want to protect existing shareholders' interests and maintain control over ownership composition. It establishes clear procedures for share transfers, ensuring that current shareholders have the first opportunity to purchase shares before they can be offered to external parties. The agreement is particularly valuable for closely-held companies, family businesses, and startups where maintaining control over ownership is crucial for long-term strategy and governance.
Suggested Sections

1. Parties: Identification of all parties to the agreement

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Right of First Refusal Grant: Core provisions establishing the ROFR

5. Notice Requirements: Procedures for notifying ROFR holder of intended sale

6. Exercise Period: Timeframe for exercising ROFR

7. Purchase Price Determination: Method for determining share price

8. Closing Mechanics: Process for completing the purchase

9. Governing Law: Specification of applicable law and jurisdiction

Optional Sections

1. Tag-Along Rights: Optional protection for minority shareholders to join in sale of shares

2. Drag-Along Rights: Provisions allowing majority shareholders to force minority shareholders to join in sale

3. Permitted Transfers: Exceptions to ROFR requirements for specific types of transfers

4. Valuation Mechanism: Detailed procedures for determining share value in complex scenarios

Suggested Schedules

1. Schedule of Shareholders: List of current shareholders and their shareholdings

2. Form of Transfer Notice: Template for notifying intention to transfer shares

3. Deed of Adherence: Template document for new shareholders to join the agreement

4. Valuation Procedures: Detailed procedures and methodologies for share valuation

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant Industries
Relevant Teams
Relevant Roles
Industries

Companies Act 2006: Primary legislation governing company operations, including share transfer provisions, pre-emption rights, company constitution requirements, directors' duties, and share capital regulations

Financial Services and Markets Act 2000: Regulatory framework for financial services, covering securities regulations and financial promotion restrictions

Law of Property (Miscellaneous Provisions) Act 1989: Fundamental contract law principles affecting property and interest transfers

UK Takeover Code: Regulations governing company acquisitions and takeovers, applicable to certain types of companies

Market Abuse Regulation: Regulations preventing market manipulation and insider trading for publicly traded shares

Competition Act 1998: Legislative framework ensuring fair competition and applicable to larger transactions

Corporate Governance Code: Guidelines and principles for company management and control, particularly relevant for listed companies

Stamp Duty and Stamp Duty Reserve Tax legislation: Tax regulations governing share transfers and stock purchases

Capital Gains Tax provisions: Tax legislation regarding profits from share sales and transfers

Income Tax Act: Tax implications for income derived from share ownership and transfers

UK GDPR and Data Protection Act 2018: Regulations governing the handling and protection of personal data in business transactions

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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