Company Purchase Agreement Template for England and Wales

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Key Requirements PROMPT example:

Company Purchase Agreement Template

I need a Company Purchase Agreement Template for acquiring a small tech startup in Manchester, with specific provisions for protecting their intellectual property and retaining key development staff, targeting completion in March 2025.

Document background

The Company Purchase Agreement Template is a fundamental document used in corporate acquisitions under English and Welsh law. It serves as the primary contract when one entity seeks to purchase another company, whether through a share sale or asset purchase. This document is essential for transactions ranging from small private company acquisitions to large corporate deals, incorporating necessary provisions for regulatory compliance, including Companies Act 2006 requirements. The agreement typically includes detailed sections on purchase price mechanisms, warranties, indemnities, and completion procedures, while being adaptable to specific transaction requirements.

Suggested Sections

1. Parties: Identification of buyer, seller, and any guarantors involved in the transaction

2. Background: Context of the transaction, description of the target company, and purpose of the agreement

3. Definitions: Defined terms used throughout the agreement including technical, financial, and legal terminology

4. Sale and Purchase: Core transaction terms including purchase price, payment mechanics, and shares being transferred

5. Completion: Timing, location, and mechanics of completion including conditions precedent and completion deliverables

6. Warranties: Seller's representations about the company, its business, assets, and liabilities

7. Limitations on Liability: Scope, caps, and time limits on seller's liability for warranty breaches and indemnities

Optional Sections

1. Pre-Completion Obligations: Conduct of business requirements between signing and completion, used when there's a split exchange and completion

2. Non-Competition Provisions: Restrictions on seller's future business activities to protect the purchased business's goodwill

3. Employee Provisions: Specific arrangements for key employees and management, including retention and incentive plans

4. Tax Covenant: Specific provisions dealing with pre-completion tax liabilities and indemnities

5. Earn-out Provisions: Structure for additional payments based on future performance, used in deals with contingent consideration

Suggested Schedules

1. Company Details: Corporate information including share capital, directors, and company structure

2. Properties: Details of owned and leased real estate assets

3. Intellectual Property: Schedule of IP rights, registrations, and licenses

4. Material Contracts: List of key commercial agreements and their terms

5. Employees: Details of employment terms, benefits, and pension arrangements

6. Completion Obligations: List of documents and actions required at completion

7. Warranties: Detailed warranties covering all aspects of the business

8. Tax Warranties: Specific warranties relating to tax matters and compliance

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Technology
Manufacturing
Professional Services
Retail
Financial Services

Relevant Teams

Legal
Finance
Corporate Development
Tax
Compliance

Relevant Roles

Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Development Director
Finance Director
M&A Lawyer
Transaction Manager

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Authors

Alex Denne

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