All Countries
Mergers & Acquisitions
Company Takeover Agreement

Company Takeover Agreement Template for Ireland

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Company Takeover Agreement

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Company Takeover Agreement

"I need a Company Takeover Agreement for the acquisition of an Irish technology startup with significant intellectual property assets, including provisions for employee retention and ongoing founder involvement as consultants post-completion."

Celebrated by
Collaborations with
Investors
Document background
The Company Takeover Agreement is a fundamental document in Irish corporate law used to facilitate and formalize the acquisition of one company by another. It is essential when a business wants to acquire controlling interest or complete ownership of another company, whether through share purchase or asset acquisition. The agreement must comply with Irish legislation including the Companies Act 2014, Competition Act 2002, and relevant EU regulations. It contains comprehensive details about the transaction structure, purchase consideration, warranties and indemnities, conditions precedent, and completion mechanics. This document is particularly crucial as it serves as the primary reference point for all aspects of the takeover transaction and helps manage risk for all parties involved. The agreement's provisions must be carefully drafted to address specific requirements of Irish law while protecting the interests of both buyer and seller.
Suggested Sections

1. Parties: Identification of the buyer, seller(s), and target company, including registered addresses and company numbers

2. Background: Context of the transaction, including brief description of the target business and purpose of the agreement

3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms including what is being sold (shares/assets), purchase price, and payment terms

5. Conditions Precedent: Conditions that must be satisfied before completion can occur, including regulatory approvals

6. Pre-Completion Obligations: Seller's obligations regarding business operation between signing and completion

7. Completion: Mechanics of completion, including timing, location, and actions required by each party

8. Warranties: Seller's warranties regarding the business, shares, and assets being sold

9. Limitations on Liability: Limitations on warranty claims and general liability of the parties

10. Tax Covenant: Specific indemnities relating to tax matters and allocation of tax responsibilities

11. Confidentiality and Announcements: Obligations regarding transaction confidentiality and public announcements

12. Post-Completion Obligations: Ongoing obligations after completion, including transitional arrangements

13. Governing Law and Jurisdiction: Specification of Irish law as governing law and jurisdiction for disputes

Optional Sections

1. Non-Compete Provisions: Restrictions on seller's future business activities - include when seller is an individual or small group of shareholders

2. Employee Matters: Specific provisions for employee transfers and protections - include when significant workforce is involved

3. Intellectual Property: Detailed IP transfer provisions - include when target has significant IP assets

4. Property Matters: Specific provisions for real estate - include when target owns/leases significant properties

5. Data Protection: GDPR compliance provisions - include when significant personal data is involved

6. Environmental Matters: Environmental warranties and indemnities - include for manufacturing or industrial businesses

7. Regulatory Compliance: Industry-specific regulatory provisions - include for regulated businesses

8. Break Fee: Terms for compensation if deal fails - include for public company takeovers

9. Earn-out Provisions: Structure for additional future payments - include when purchase price includes performance-based elements

Suggested Schedules

1. Schedule 1 - Details of the Target Company: Corporate information, share capital structure, and subsidiaries

2. Schedule 2 - Conditions Precedent: Detailed list of all conditions to be satisfied before completion

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

4. Schedule 4 - Warranties: Full set of warranties given by the seller

5. Schedule 5 - Properties: Details of all owned and leased properties

6. Schedule 6 - Intellectual Property: List of all IP rights owned or licensed by the target

7. Schedule 7 - Material Contracts: Summary of key commercial contracts

8. Schedule 8 - Employees: Details of key employees and employment terms

9. Schedule 9 - Disclosed Matters: Information disclosed against the warranties

10. Appendix 1 - Completion Accounts: Format and principles for preparation of completion accounts

11. Appendix 2 - Tax Covenant: Detailed tax indemnity provisions and mechanisms

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Accounts
Accounts Date
Agreed Form
Business
Business Day
Buyer
Companies Act
Completion
Completion Date
Completion Payment
Conditions
Consideration
Data Room
Disclosed
Disclosure Letter
Encumbrance
Group
Intellectual Property Rights
Key Employees
Liabilities
Long Stop Date
Loss
Management Accounts
Material Adverse Change
Material Contracts
Parties
Permitted Encumbrances
Properties
Purchase Price
Regulatory Authority
Relevant Claim
Sale Shares
Seller
Seller's Solicitors
Subsidiaries
Target Company
Target Group
Tax
Tax Authority
Tax Covenant
Tax Warranties
Third Party
Title and Capacity Warranties
Transaction
Transaction Documents
Warranties
Warranty Claim
Working Capital
Working Capital Target
Competition Authority
Confidential Information
Data Protection Laws
Governing Law
Irish GAAP
IFRS
Fundamental Warranties
Signing Date
Locked Box Date
Locked Box Accounts
Permitted Leakage
Leakage
Employee Liability
Environmental Laws
Material Customer
Material Supplier
Pension Scheme
Senior Management
Share Capital
Stock Exchange Rules
Takeover Rules
Transfer Regulations
Clauses
Interpretation
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion Mechanics
Post-Completion Obligations
Warranties
Limitations on Liability
Tax Covenants
Employee Matters
Pensions
Property
Intellectual Property
Environmental Matters
Competition/Antitrust
Confidentiality
Non-Compete
Non-Solicitation
Data Protection
Share Capital
Bank Accounts
Business Contracts
Insurance
Power of Attorney
Further Assurance
Assignment
Notices
Costs
Announcements
Entire Agreement
Variations
Waiver
Severability
Third Party Rights
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Force Majeure
Termination Rights
Break Fee
Regulatory Compliance
Due Diligence
Working Capital Adjustment
Earn-out Provisions
Asset Transfer
Information Technology
Customer and Supplier Contracts
Corporate Guarantees
Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Healthcare

Real Estate

Professional Services

Energy

Telecommunications

Construction

Agriculture

Hospitality

Transportation

Media and Entertainment

Education

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Risk Management

Compliance

Due Diligence

Strategy

Corporate Finance

Executive Leadership

Integration

Tax

Human Resources

Operations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Managing Director

Corporate Development Director

Head of Mergers & Acquisitions

Finance Director

Legal Counsel

Company Secretary

Risk Manager

Compliance Officer

Due Diligence Manager

Integration Director

Board Member

Commercial Director

Strategy Director

Investment Manager

Corporate Finance Manager

Industries
Companies Act 2014: Primary legislation governing company operations in Ireland, including provisions for mergers, acquisitions, and corporate restructuring
Competition Act 2002 (as amended): Regulates merger control and competition aspects of corporate acquisitions, requiring mandatory notification for mergers exceeding certain thresholds
Transfer of Undertakings Regulations 2003 (TUPE): Protects employees' rights during transfer of business ownership, ensuring continuation of employment terms and conditions
Irish Takeover Panel Act 1997: Regulates takeovers and mergers of Irish public limited companies and specified private companies
General Data Protection Regulation (GDPR): EU regulation governing the handling of personal data during due diligence and business transfer processes
Taxes Consolidation Act 1997: Covers tax implications of corporate restructuring, including stamp duty, capital gains tax, and corporate tax considerations
European Communities (Cross-Border Mergers) Regulations 2008: Relevant if the takeover involves cross-border elements within the EU
Central Bank of Ireland Regulations: Additional regulations applicable if the target company operates in regulated financial services sectors
Employment Equality Acts 1998-2015: Ensures non-discrimination and equal treatment of employees during ownership transition
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

Find the exact document you need

Simple Business Transfer Agreement

An Irish law agreement governing the transfer of business assets and operations from one party to another, including key provisions for asset transfer, purchase price, and regulatory compliance.

find out more

Transfer Of Company Ownership Agreement

An Irish law agreement documenting the transfer of company ownership between parties, including terms, conditions, and statutory compliance requirements.

find out more

Transfer Contract

An Irish law-governed agreement facilitating the formal transfer of assets, property, or rights between parties, including terms, conditions, and compliance requirements.

find out more

Transfer Of Service Agreement

An Irish law agreement governing the transfer of services between providers, ensuring regulatory compliance and smooth operational transition.

find out more

Transfer Agency Agreement

An Irish law agreement appointing a Transfer Agent to provide shareholder services to an investment fund, including investor registration, transaction processing, and regulatory compliance.

find out more

Employee Transfer Agreement

An Irish law-governed agreement facilitating the transfer of employees between employers while ensuring compliance with Transfer of Undertakings Regulations and protecting employee rights.

find out more

Business Transfer Agreement

An Irish law-governed agreement facilitating the complete transfer of a business between parties, including assets, employees, and liabilities.

find out more

Technology Transfer Contract

An Irish law-governed agreement facilitating the transfer of technology and associated intellectual property rights between organizations, including implementation and support terms.

find out more

Partial Assignment Of Lease

An Irish law document facilitating the transfer of part of a leased premises from an existing tenant to a new tenant, while the original tenant retains the remainder.

find out more

Membership Interest Assignment

An Irish law-governed agreement for transferring membership interests between parties, ensuring compliance with Irish corporate and tax regulations.

find out more

Interest Transfer Agreement

An Irish law-governed agreement facilitating the transfer of legal or beneficial interests in assets, property, or rights between parties.

find out more

Intercompany Contract

An Irish law-governed agreement regulating relationships and services between companies within the same corporate group.

find out more

Assignment Of Shares

An Irish law-governed agreement for the formal transfer of company shares from one party to another, including terms, conditions, and regulatory requirements.

find out more

Assignment Of Limited Partnership Interest

An Irish law agreement transferring limited partnership interests from an existing partner to a new partner, including all associated rights and obligations.

find out more

Asset Transfer Agreement Between Related Companies

An Irish law-governed agreement for transferring assets between related companies, addressing transfer terms, consideration, and regulatory compliance.

find out more

Transfer Of Ownership Contract

An Irish law-compliant legal document that facilitates the formal transfer of property ownership from one party to another, ensuring proper registration and legal title transfer.

find out more

Small Business Transfer Agreement

An Irish law agreement for the transfer of ownership and assets of a small business from seller to buyer, including all essential transaction elements.

find out more

Vehicle Ownership Transfer Agreement

An Irish law-compliant agreement documenting the legal transfer of vehicle ownership between parties, including terms, conditions, and obligations.

find out more

Intra Company Agreement

An Irish law-governed agreement establishing the framework for relationships and arrangements between companies within the same corporate group.

find out more

Company Takeover Agreement

An Irish law-governed agreement detailing the terms and conditions for one company's acquisition of another, including purchase terms, warranties, and completion requirements.

find out more

Technology Sharing Agreement

An Irish law-governed agreement establishing terms for sharing proprietary technology between parties, addressing IP rights, usage permissions, and regulatory compliance.

find out more

Operations Transfer Agreement

An Irish law agreement facilitating the transfer of business operations between entities, including provisions for TUPE, assets, and operational transition.

find out more

Simple Transfer Of Ownership Agreement

An Irish law-governed agreement that facilitates the formal transfer of ownership of property or assets between parties, ensuring legal compliance and protecting all parties' interests.

find out more

Intra Group Transfer Agreement

An Irish law-governed agreement facilitating the transfer of assets, employees, or business elements between companies within the same corporate group.

find out more

Partnership Transfer Agreement

An Irish law agreement governing the transfer of partnership interests between transferor(s) and transferee(s), ensuring compliant and smooth transition of ownership.

find out more

Transfer Of Rights Contract

An Irish law-governed agreement facilitating the formal transfer of rights between parties, detailing the terms, conditions, and obligations of the transfer.

find out more

Profit And Loss Transfer Agreement

An Irish law agreement governing the transfer of profits and losses between a parent company and its subsidiary, establishing financial and tax obligations within a corporate group structure.

find out more

Liability Transfer Agreement

An Irish law-governed agreement facilitating the formal transfer of specified liabilities between parties, including transfer mechanisms and regulatory compliance requirements.

find out more

Asset Transfer Agreement

An Irish law-governed agreement that facilitates the formal transfer of assets between parties, detailing transfer terms, conditions, and compliance requirements.

find out more

Rights Transfer Agreement

An Irish law-governed agreement facilitating the transfer of intellectual property or other proprietary rights between parties, ensuring legal compliance and protection for all involved.

find out more

Loan Transfer Agreement

An Irish law-governed agreement facilitating the transfer of loan rights and obligations between lenders, including associated security interests and regulatory compliance requirements.

find out more

Contract Transfer Agreement

An Irish law-governed agreement that transfers contractual rights and obligations from one party to another, ensuring legal compliance and continuity of contractual relationships.

find out more

Title Transfer Agreement

An Irish law-governed agreement for transferring property ownership rights from one party to another, complying with Irish property legislation and registration requirements.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: https://www.genieai.co/our-research
Oops! Something went wrong while submitting the form.

Genie’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; Genie’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our Trust Centre for more details and real-time security updates.

Read our Privacy Policy.