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Share purchase agreements

If you are thinking about investing in a private company or acquiring the whole of its share capital to secure the outright purchase of the company’s business, then it pays to speak to a specialists law firm. They can work with you to ensure that the terms of the proposed deal are fair and that they are recorded in a properly constituted share purchase agreement that adequately protects your interests.

This is something the commercial solutions lawyers at IMD Corporate do every day, working for a range of clients including entrepreneurs, private investigators, equity funds, business start-ups and management teams looking to secure a management buyout.

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What points should a share purchase agreement cover?

Aside from the price you are prepared to pay, the key points to consider when negotiating the terms and conditions of a share purchase agreement include:

  • any statements or representations you have relied on in making the decision to proceed and which should therefore be included within the agreement as warranties so you can hold the seller to account if they turn out out be false, including those relating to ownership of intellectual property rights;
  • any known liabilities or risk areas in the business which you and the seller have agreed the seller ought to bear responsibility for and which therefore need to be covered off under an indemnity;
  • how the purchase price will be paid and whether any part of it should be deferred or made conditional upon the happening of a certain event;
  • whether there any tax considerations which mean that the deal needs to be arranged in a particular way or that any company or corporate restructuring is required;
  • whether the seller ought to be obliged to continue their involvement in the company for a set period to ensure an orderly handover; and
  • whether the seller ought to be subject to any time-limited restrictions to prevent them from leaving the company and then immediately going to work for a rival or setting up in competition.

How IMD Corporate can help

Working alongside you from the moment the sale is agreed, our lawyers can help you to:

  • negotiate the terms on which the deal should be done;
  • review disclosures made by the seller regarding the state of the company’s affairs;
  • carry out pre-contract enquiries and legal due dilligence so you are clear on what you are buying and any risks that need to be considered;
  • assist you in reviewing the seller’s draft of the agreement and in negotiating amendments and additions necessary to meet your needs; and
  • identify any company documents that need changing as a result of your acquisition, including a shareholders’ agreement where one exists.

Our law experts are here to help you

Marcin Durlak

Marcin Durlak

Managing Partner

For an initial consultation, call our UK International Solicitors on 0330 107 0106 or request a free call back.

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IMD Corporate – the right lawyers for your business

As a full-service law firm, our commercial lawyers are passionate about reducing the risk of commercial disputes through specialist contracts that are sector and industry-specific and fit for the jurisdictions in which your business operates.

No company, whether a start-up, SME or multi-national, can avoid all business disputes. That is where our dispute resolution solicitors step in to react quickly at the first sign of a claim or jurisdictional dispute. With our legal expertise, combined with a pragmatic commercial focus, we can work with you to find the best solution to your problems

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Employment

If your business is based in the UK or EU and employs one or more people then you will need to comply with employment laws designed to ensure staff are treated fairly and that pay and conditions meet minimum statutory requirements. You will also be obliged to provide a safe working environment and to ensure that those you engage have the legal right to work in the country in which they are or will be stationed.

Failure to comply with any relevant rules or regulations could result in you being pursued for employee compensation and may also lead to you being fined and imprisonment for senior personnel. For this reason, it is important that you stay up to date with legal requirements and implement policies and procedures geared towards ensuring your duties are discharged.

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Dispute Resolution

At IMD, our team of expert commercial litigation solicitors excel in the prevention and resolution of business disputes, combining sharp technical know-how with unparalleled client service and meticulous attention to detail.

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List of notable commercial cases

  • Advising one of the largest European banks on a number of occasions in respect of validity and construction of guarantees and on demand bonds, together with validity of agreements varying the guarantees and the underlying multi-million facility agreements.
  • Advising on the establishment of a large entertainment company. Preparing various corporate and investment documents and leading extensive negotiations of shareholder agreement and ancillary documents. In addition, we provided various legal support to the company on on-going basis.
  • Acting for a major automotive manufacturer in a joint venture with a UK company to commence production and distribution on the product in the UK and the Commonwealth. Negotiating and preparing all the relevant joint venture documents.
  • Acting for the construction company in a large scale building project of circa £25m. Involved in negotiating an extensive JCT D&B contract as between our client (main contractor) and the local authority who were their client in this project.
  • Drafting Terms & Conditions and Warranty terms for a leading UK manufacturer of steel doors,  windows and partitions.
  • Representing a sub-contractor in construction contract negotiations involving a large number of parties for construction of a museum in Kuwait.
  • Advising on and drafting SaaS (Software as a Service) contract for  the Client entering the UK market
  • Advising on both pro-supplier and pro-customer Software Development Agreements for various Clients
  • Advised a technology start up to set up and validate a messaging  app, a direct competitor to Facebook’s Messenger
  • Advising the client on and negotiating terms of corporate and personal guarantees tied to a cross-border commercial contract.
  • Assisting a charity in preparation of various terms and conditions and contractual agreements.
  • Advising the client on the terms of a joint venture agreement in an innovative waste management project.
  • Advised the first Polish-owned bridging company in the UK
  • Advising the client on the validity of execution of a number of international corporate finance agreements

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Why us?

Why Choose IMD Corporate?

01.

Why Choose IMD Corporate?

Our team is adept at handling intricate cases involving international elements, such as division of assets across borders, child abduction and child relocation. This makes us particularly suited for individuals with international family or business ties.

02.

Award-Winning Legal Excellence

We are proud recipients of multiple national awards, a testament to our commitment to legal excellence. Our awards reflect our high standards and dedication to achieving the best outcomes for our clients. You can check the list of our awards by clicking here.

03.

Outstanding Client Testimonials

Our clients’ satisfaction speaks volumes about our services. We invite you to read the glowing testimonials on ReviewSolicitors, which showcase our ability to exceed client expectations.

04.

Proven Track Record in Complex Cases

Our firm has a proven track record of successfully handling complex legal cases, particularly those involving cross-border elements. Our expertise is especially beneficial for individuals seeking sophisticated legal solutions.

05.

Deep Cultural Understanding

At IMD Corporate, we recognise the significance of cultural nuances in legal matters. Our team, with its diverse cultural backgrounds, is uniquely positioned to understand and empathetically address the specific needs of clients from various international communities.

06.

Personalised and Compassionate Approach

We believe in a client-centric approach, offering personalised and compassionate legal advice. Understanding that each case is unique, we tailor our strategies to suit individual client needs.

07.

Comprehensive Legal Services

Beyond family law, we offer a wide range of legal services, making us a one-stop solution for all your legal needs, whether personal or business-related.

08.

Commitment to Client Communication

We believe in empowering our clients with knowledge. Our team ensures that you are well informed about the legal processes and your options, enabling you to make educated decisions.

09.

Comprehensive Legal Services

Our extensive network of international legal and professional contacts allows us to efficiently handle cases that span multiple jurisdictions, providing a seamless legal experience for our clients.

10.

High Ethical Standards

As a reputable law firm, we adhere to the highest ethical standards, ensuring transparency, integrity, and professionalism in all our dealings.

Frequently Asked Questions

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If you need legal advice, contact us today to request a free callback. Please note that all meetings are by appointment only in all our offices.

0330 107 0107

info@imd.co.uk

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