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What is a Share Purchase Agreement (SPA)?

A Share Purchase Agreement (SPA) is a legal contract between a buyer and a seller that outlines the terms and conditions of the sale and purchase of shares in a company. It serves as the primary document governing the transaction, specifying the rights and obligations of both parties, the purchase price, and other critical details necessary to complete the sale.

How a Share Purchase Agreement Works

The SPA typically includes several key components:

1. Purchase Price: The agreed amount to be paid for the shares.
2. Conditions Precedent: Conditions that must be fulfilled before the transaction can be completed, such as regulatory approvals or due diligence.
3. Representations and Warranties: Statements made by the buyer and seller regarding the state of the company and their authority to enter into the agreement.
4. Covenants: Promises by the parties to take or refrain from certain actions before and after the sale.
5. Indemnities: Provisions to compensate the buyer or seller for any losses arising from breaches of the agreement.
6. Closing Mechanisms: Details of how and when the sale will be finalized, including the transfer of shares and payment.

Example

Consider a scenario where Company A agrees to purchase 100% of the shares of Company B for $10 million. The SPA would detail the purchase price, outline the steps for transferring the shares, and include representations and warranties from Company B about its financial health, outstanding liabilities, and other relevant matters. It would also specify any conditions that must be met before closing, such as approval from regulatory authorities.

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