Share and business purchase agreements

Approach and deliverables

We map the parties, purchase perimeter, consideration and completion mechanics. Share and business purchases need different schedules, transfer steps and treatment of liabilities.

The work can include a commercial issues list, disclosure coordination and a closing checklist for legal advisers. Conditions, warranties, indemnities and post-closing actions are tracked against the evidence supporting them.

1. Confirm the agreed transaction structure and what is being purchased.
2. Connect diligence issues to the commercial decisions and disclosure record.
3. Organise the schedules, conditions and completion steps for counsel.
4. Track the agreed closing evidence and subsequent obligations.

Maintain a version record for the main agreement and schedules together. A revised schedule can alter the commercial position even when the main document appears unchanged.

Information to prepare

• Term sheet and structure
• Diligence findings and disclosure material
• Assets, contracts and liability schedules
• Payment, adjustment and handover arrangements

Identify excluded assets or obligations, shared arrangements and items requiring third-party action. Provide the evidence supporting proposed disclosures and price adjustments. Keep estimates separate from agreed figures and show the assumptions behind each calculation.

A practical example

If the price depends on closing working capital, the agreement needs a clear accounting basis and evidence process. A headline purchase price alone does not settle that mechanism.

For a working-capital adjustment, prepare a sample calculation using the proposed definitions and accounting basis. Identify how disputed items will be evidenced and who supplies the closing records. This helps the parties resolve ambiguities before applying the mechanism to actual completion figures.

Scope and responsibilities

Legal drafting and advice are undertaken by appropriately engaged counsel. Stamp duty, registration, enforceability and dispute-resolution questions require specific review.

The engagement letter records the workstreams included, client decisions and external professional costs. New transaction steps or material changes are assessed before the scope is extended.

The handover identifies the agreed document set, closing checklist, open conditions and post-closing responsibilities. Executed copies and evidence of completion remain distinct from drafts. Negotiating new terms, providing legal opinions and handling later claims require the relevant express scope.