Share Sale Agreement for Ireland

Share Sale Agreement Template for Ireland

A Share Sale Agreement under Irish law is a legally binding contract that documents the sale and purchase of shares in a company. This comprehensive agreement sets out the terms and conditions of the share transfer, including the purchase price, payment terms, warranties, indemnities, and completion mechanics. It is governed by Irish law and typically incorporates relevant provisions from the Companies Act 2014 and other applicable Irish legislation. The agreement provides protection for both buyer and seller through carefully drafted warranties and indemnities, while also addressing tax implications and regulatory requirements specific to the Irish jurisdiction.

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What is a Share Sale Agreement?

The Share Sale Agreement is a fundamental document in corporate transactions under Irish law, used when transferring ownership of shares from one party to another. It is essential for both private and public company transactions, though its complexity may vary depending on the size and nature of the deal. The agreement typically includes detailed provisions covering the sale mechanics, purchase price calculations, warranties about the company's business and affairs, tax covenants, and completion procedures. It must comply with Irish corporate law requirements, particularly the Companies Act 2014, and may need to address specific regulatory considerations depending on the industry sector. This document is crucial for protecting both parties' interests and ensuring a clear framework for the transaction, often forming part of a larger suite of transaction documents in corporate acquisitions.

What sections should be included in a Share Sale Agreement?

1. Parties: Identification of the seller(s) and buyer(s) with full legal names and addresses

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

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core agreement to sell and purchase the shares, including the number and class of shares

5. Purchase Price: Specification of the purchase price and payment terms

6. Completion: Details of when, where and how completion will take place, including completion obligations

7. Seller's Warranties: Warranties given by the seller regarding the shares, company, and business

8. Buyer's Warranties: Basic warranties from the buyer regarding capacity and authority

9. Tax Covenant: Specific indemnity relating to tax matters

10. Limitations on Liability: Limitations on the seller's liability under the warranties and tax covenant

11. Confidentiality: Obligations regarding confidentiality and announcements

12. General: Standard boilerplate provisions including notices, costs, and assignment

13. Governing Law and Jurisdiction: Specification of Irish law as governing law and jurisdiction for disputes

What sections are optional to include in a Share Sale Agreement?

1. Conditions Precedent: Required if completion is conditional on certain events or approvals

2. Pre-completion Obligations: Used when specific actions must be taken between exchange and completion

3. Deferred Consideration: Required if part of the purchase price is to be paid after completion

4. Earn-out Provisions: Used when part of the consideration is based on future performance

5. Non-competition Covenants: Required if the seller is to be restricted from competing post-completion

6. Director Resignations: Needed if changes to the board are required at completion

7. Power of Attorney: Used when one party needs authority to act on behalf of another

8. Break Fee: Required if there are to be consequences for failing to complete

9. Regulatory Compliance: Needed for regulated businesses or transactions requiring regulatory approval

What schedules should be included in a Share Sale Agreement?

1. Details of the Company: Corporate information including shareholding structure, directors, and registered details

2. Conditions Precedent: List of all conditions that must be satisfied before completion

3. Completion Obligations: Detailed list of documents to be delivered and actions to be taken at completion

4. Warranties: Full set of warranties given by the seller

5. Properties: Details of all properties owned or occupied by the company

6. Intellectual Property: List of all IP owned or used by the company

7. Material Contracts: Summary of key commercial contracts

8. Employees: Details of employees and their terms of employment

9. Tax Covenant: Detailed tax indemnity provisions

10. Completion Accounts: Format and principles for preparation of completion accounts

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

Jurisdiction

Ireland

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Clauses
Relevant Industries

Technology

Manufacturing

Retail

Financial Services

Professional Services

Healthcare

Real Estate

Energy

Transportation

Media and Entertainment

Agriculture

Construction

Education

Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Risk Management

Corporate Secretariat

Business Development

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Company Secretary

Corporate Finance Director

Investment Banker

Tax Director

Mergers & Acquisitions Manager

Due Diligence Manager

Transaction Manager

Legal Director

Business Development Director

Finance Manager

Risk Manager

Compliance Officer

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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