A Share Purchase Agreement (SPA) is the primary transaction document used when acquiring or selling shares in a private company in Ireland. This document is essential for any share acquisition transaction, whether for a complete or partial purchase of a company's shares. The agreement must comply with Irish law, particularly the Companies Act 2014, and address specific local requirements such as stamp duty obligations and corporate governance rules. The SPA typically contains detailed provisions covering the sale mechanics, purchase price (including any adjustments), extensive warranties about the target company's business and affairs, tax covenants, conditions precedent to completion, and post-completion obligations. It's commonly used in corporate acquisitions, investment transactions, and business restructurings, requiring careful consideration of both legal and commercial aspects specific to the Irish market.
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1. Parties: Identification of buyer, seller(s), and any guarantors
2. Background: Recitals explaining the context of the transaction and company details
3. Definitions and Interpretation: Defined terms and interpretation rules used throughout the agreement
4. Sale and Purchase: Core transaction terms including shares being sold and purchase price
5. Consideration: Details of the purchase price, payment mechanisms, and any adjustments
6. Conditions Precedent: Any conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Parties' obligations between signing and completion
8. Completion: Mechanics of completion, including timing, location, and deliverables
9. Warranties: Seller's warranties about the company, shares, and business
10. Limitations on Liability: Limitations on warranty claims and general liability caps
11. Tax Covenant: Specific indemnities relating to tax matters
12. Confidentiality: Obligations regarding transaction and business confidentiality
13. Announcements: Rules for public statements about the transaction
14. Further Assurance: Obligations to take additional steps to give effect to the agreement
15. Assignment: Restrictions on transfer of rights under the agreement
16. Notices: Process for formal communications between parties
17. General: Standard boilerplate provisions
18. Governing Law and Jurisdiction: Irish law as governing law and jurisdiction provisions
1. Earnout Provisions: Include when part of purchase price is contingent on future performance
2. Regulatory Compliance: Include for regulated industries or when specific regulatory approvals needed
3. Non-Compete Covenants: Include when sellers need to be restricted from competing
4. Multiple Seller Provisions: Include when there are multiple sellers to address joint/several liability
5. Escrow Arrangements: Include when part of consideration is held in escrow
6. Employee Matters: Include when specific employee arrangements need to be addressed
7. Intellectual Property Rights: Include when IP is a crucial part of the business
8. Data Protection: Include when business processes significant personal data
9. Parent Company Guarantee: Include when buyer/seller obligations are guaranteed by parent company
1. Details of the Company: Corporate information, share capital, and shareholding structure
2. Conditions Precedent: Detailed list of all conditions to be satisfied pre-completion
3. Completion Obligations: Detailed list of all completion deliverables and actions
4. Warranties: Full set of warranties given by the seller
5. Disclosure Letter: Seller's disclosures against the warranties
6. Properties: Details of all company properties and related matters
7. Intellectual Property: Schedule of all IP owned and licensed by the company
8. Material Contracts: List and details of key commercial contracts
9. Employees: Details of employees and their terms of employment
10. Tax Covenant: Detailed tax indemnity provisions
11. Accounts: Latest accounts and management accounts of the company
12. Bank Account Details: Payment account details for completion
13. Data Room Index: Index of due diligence materials provided
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