Strategic legal support when buying or selling company shares

A share sale involves the transfer of ownership of a company through the sale of some or all of its shares. Unlike an asset sale, the company generally continues to own its existing assets, contracts, employees, liabilities and business operations after settlement.

This means that a buyer may acquire both the value and the historical risks of the company. For a seller, the warranties, indemnities and post-settlement obligations contained in the agreement can create continuing exposure after the sale. Careful due diligence and a properly negotiated share sale agreement are therefore essential.

What does a share sale agreement cover?

Depending on the transaction, a Share Sale Agreement may specify the shares included in the sale, the purchase price and payment terms, and any deposit, deferred payment or earn-out arrangements. It may also address conditions that must be satisfied before settlement, required third-party consents, warranties and indemnities, disclosure obligations, limitations of liability, confidentiality and restraint provisions, as well as settlement and post- settlement obligations.

Approach your transaction with confidence

Whether you are buying an investment, acquiring control of a company or selling your existing shareholding, early legal advice can help you understand the transaction and protect your position.