Share Block Sale Agreement Template for England and Wales

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Key Requirements PROMPT example:

Share Block Sale Agreement

"I need a Share Block Sale Agreement for the sale of 35% of shares in our tech startup to a venture capital firm, with completion planned for March 2025 and including specific warranties about our intellectual property and customer contracts."

Document background
The Share Block Sale Agreement is a crucial document used when transferring significant shareholdings in companies registered in England and Wales. It is particularly relevant for strategic investments, corporate restructuring, or exit transactions. The agreement comprehensively addresses share valuation, payment terms, warranties, and regulatory compliance requirements. It must comply with the Companies Act 2006 and other relevant UK legislation, while providing adequate protection for both sellers and buyers. This document typically includes detailed provisions for due diligence, conditions precedent, and post-completion obligations.
Suggested Sections

1. Parties: Details of the seller(s) and buyer(s), including full legal names and addresses

2. Background: Context of the transaction and brief description of the company whose shares are being sold

3. Definitions: Key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms

5. Completion: Details of when and how the transfer will take place

6. Warranties: Seller's representations about the shares and company

7. Confidentiality: Obligations regarding transaction confidentiality

Optional Sections

1. Pre-completion Conditions: Used when completion is conditional on certain events or regulatory approvals

2. Non-compete Provisions: Restrictions on seller's future activities and competition protections for the buyer

3. Tax Covenant: Specific tax-related warranties and indemnities for larger transactions or identified tax risks

Suggested Schedules

1. Schedule 1 - Share Details: Detailed description of shares being transferred including class, number and nominal value

2. Schedule 2 - Warranties: Comprehensive list of warranties about the company and its business

3. Schedule 3 - Completion Requirements: List of documents and actions required at completion

4. Schedule 4 - Company Information: Key details about the company including financial statements and material contracts

5. Schedule 5 - Disclosure Letter: Exceptions and qualifications to warranties provided by seller

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 legal definitions
Clauses
Relevant Industries
Relevant Teams
Relevant Roles
Industries

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

Financial Services and Markets Act 2000: Regulatory framework covering financial promotion rules, regulated activities, and investor protection provisions

Law of Property (Miscellaneous Provisions) Act 1989: Key contract law legislation affecting the formalities of the share sale agreement

Income Tax Act 2007: Tax legislation governing income tax implications of share sales

Capital Gains Tax Act 1992: Legislation covering capital gains tax obligations arising from share disposals

Stamp Duty Legislation: Regulations governing stamp duty and stamp duty reserve tax on share transfers

UK Listing Rules: Regulatory requirements for listed companies' share transfers and disclosure obligations

Market Abuse Regulation (MAR): European-derived regulation preventing market abuse and insider trading

Takeover Code: Rules governing company takeovers and substantial share acquisitions

Money Laundering Regulations 2017: Anti-money laundering requirements for share transactions

UK GDPR: Data protection requirements for processing personal information in share transactions

Data Protection Act 2018: UK's implementation of data protection requirements, working alongside UK GDPR

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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