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Share Purchase Agreement

Share Purchase Agreement Template for Ireland

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Key Requirements PROMPT example:

Share Purchase Agreement

"I need a Share Purchase Agreement for acquiring 100% of shares in an Irish technology company, including specific warranties about intellectual property rights and customer contracts, with completion planned for March 2025."

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Document background
A Share Purchase Agreement (SPA) is the primary transaction document used when acquiring or selling shares in a private company in Ireland. This document is essential for any share acquisition transaction, whether for a complete or partial purchase of a company's shares. The agreement must comply with Irish law, particularly the Companies Act 2014, and address specific local requirements such as stamp duty obligations and corporate governance rules. The SPA typically contains detailed provisions covering the sale mechanics, purchase price (including any adjustments), extensive warranties about the target company's business and affairs, tax covenants, conditions precedent to completion, and post-completion obligations. It's commonly used in corporate acquisitions, investment transactions, and business restructurings, requiring careful consideration of both legal and commercial aspects specific to the Irish market.
Suggested Sections

1. Parties: Identification of buyer, seller(s), and any guarantors

2. Background: Recitals explaining the context of the transaction and company details

3. Definitions and Interpretation: Defined terms and interpretation rules used throughout the agreement

4. Sale and Purchase: Core transaction terms including shares being sold and purchase price

5. Consideration: Details of the purchase price, payment mechanisms, and any adjustments

6. Conditions Precedent: Any conditions that must be satisfied before completion can occur

7. Pre-Completion Obligations: Parties' obligations between signing and completion

8. Completion: Mechanics of completion, including timing, location, and deliverables

9. Warranties: Seller's warranties about the company, shares, and business

10. Limitations on Liability: Limitations on warranty claims and general liability caps

11. Tax Covenant: Specific indemnities relating to tax matters

12. Confidentiality: Obligations regarding transaction and business confidentiality

13. Announcements: Rules for public statements about the transaction

14. Further Assurance: Obligations to take additional steps to give effect to the agreement

15. Assignment: Restrictions on transfer of rights under the agreement

16. Notices: Process for formal communications between parties

17. General: Standard boilerplate provisions

18. Governing Law and Jurisdiction: Irish law as governing law and jurisdiction provisions

Optional Sections

1. Earnout Provisions: Include when part of purchase price is contingent on future performance

2. Regulatory Compliance: Include for regulated industries or when specific regulatory approvals needed

3. Non-Compete Covenants: Include when sellers need to be restricted from competing

4. Multiple Seller Provisions: Include when there are multiple sellers to address joint/several liability

5. Escrow Arrangements: Include when part of consideration is held in escrow

6. Employee Matters: Include when specific employee arrangements need to be addressed

7. Intellectual Property Rights: Include when IP is a crucial part of the business

8. Data Protection: Include when business processes significant personal data

9. Parent Company Guarantee: Include when buyer/seller obligations are guaranteed by parent company

Suggested Schedules

1. Details of the Company: Corporate information, share capital, and shareholding structure

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

3. Completion Obligations: Detailed list of all completion deliverables and actions

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

5. Disclosure Letter: Seller's disclosures against the warranties

6. Properties: Details of all company properties and related matters

7. Intellectual Property: Schedule of all IP owned and licensed by the company

8. Material Contracts: List and details of key commercial contracts

9. Employees: Details of employees and their terms of employment

10. Tax Covenant: Detailed tax indemnity provisions

11. Accounts: Latest accounts and management accounts of the company

12. Bank Account Details: Payment account details for completion

13. Data Room Index: Index of due diligence materials provided

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
Clauses
Interpretation
Share Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion Mechanics
Post-Completion Obligations
Warranties
Indemnities
Tax Covenants
Limitations of Liability
Non-Competition
Confidentiality
Data Protection
Employee Matters
Intellectual Property
Property
Regulatory Compliance
Corporate Authority
Announcements
Further Assurance
Assignment
Costs
Notices
Entire Agreement
Variations
Waiver
Severability
Third Party Rights
Force Majeure
Governing Law
Dispute Resolution
Relevant Industries

Technology

Manufacturing

Financial Services

Professional Services

Healthcare

Real Estate

Retail

Energy

Transportation

Telecommunications

Media

Construction

Agriculture

Pharmaceuticals

Education

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Risk Management

Executive Leadership

Business Development

Corporate Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Legal Director

Head of Mergers & Acquisitions

Investment Director

Company Secretary

Finance Director

Tax Director

Commercial Director

Business Development Director

Risk Manager

Compliance Officer

Corporate Development Manager

Investment Manager

Industries
Companies Act 2014: Primary legislation governing company law in Ireland, including share transfers, corporate governance, and shareholder rights
Stamp Duties Consolidation Act 1999: Governs stamp duty on share transfers, which is typically 1% of the consideration in Ireland
Competition Act 2002: Relevant for merger control and competition aspects if the transaction meets certain thresholds
Taxes Consolidation Act 1997: Covers capital gains tax implications and other tax considerations for share sales
Criminal Justice (Money Laundering and Terrorist Financing) Act 2010: Requires due diligence checks on parties involved in substantial financial transactions
Investment Screening Bill 2020: Relevant if the transaction involves foreign investment in sensitive sectors
Contract Law (General): Common law principles governing formation and enforcement of contracts in Ireland
European Communities (Markets in Financial Instruments) Regulations 2017: May be relevant if the shares are in a regulated entity or if the transaction involves financial intermediaries
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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