Share Sale Agreement for the United States

Share Sale Agreement Template for United States

A Share Sale Agreement is a legally binding contract under U.S. law that documents the sale and transfer of shares in a corporation from a seller to a buyer. The agreement outlines the terms and conditions of the share transfer, including purchase price, payment terms, warranties, and representations made by both parties. It incorporates federal securities laws, state-specific requirements, and may include provisions for regulatory approvals. The document typically includes detailed schedules covering company information, warranties, and disclosure items, providing comprehensive protection for both parties in the transaction.

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What is a Share Sale Agreement?

A Share Sale Agreement serves as the primary transaction document when transferring ownership of shares in a U.S. corporation. This agreement is essential for both private and public company transactions, though requirements vary significantly based on company type and transaction size. The document must comply with federal securities laws, state-specific regulations, and relevant industry requirements. A Share Sale Agreement typically includes comprehensive details about the transaction structure, representations and warranties, conditions precedent, and post-closing obligations. It's particularly important in establishing clear terms for the transfer and protecting both parties' interests through properly documented warranties and indemnities. The agreement should be tailored to address specific transaction requirements while ensuring compliance with applicable U.S. securities regulations and state laws.

What sections should be included in a Share Sale Agreement?

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

2. Background/Recitals: Context of the transaction, including company details and reason for sale

3. Definitions: Key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms

5. Completion: Timing and mechanics of closing the transaction

6. Seller's Warranties: Standard representations about share ownership and authority to sell

7. Buyer's Warranties: Representations about authority to purchase and funding availability

8. Governing Law: Applicable jurisdiction and dispute resolution provisions

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

1. Conditions Precedent: Conditions that must be met before completion - used for complex transactions or where regulatory approvals needed

2. Non-Compete Provisions: Restrictions on seller's future business activities - used when seller remains active in the industry

3. Employee Matters: Provisions regarding existing employees - used when transaction affects employment arrangements

4. Tax Indemnities: Specific tax-related warranties and indemnities - used for larger transactions or complex tax situations

What schedules should be included in a Share Sale Agreement?

1. Share Details Schedule: Details of shares being transferred including share certificates

2. Company Information Schedule: Key corporate information including financial statements

3. Warranties Schedule: Detailed warranties about the company and its business

4. Disclosure Letter: Exceptions to warranties and representations

5. Material Contracts Schedule: List of important company contracts

6. Property Schedule: Details of company's real estate holdings

7. Intellectual Property Schedule: Schedule of IP rights and registrations

8. Completion Obligations Schedule: Detailed list of actions required at completion

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

United States

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions
Clauses
Industries

Federal Securities Laws: Primary federal regulations including Securities Act of 1933, Securities Exchange Act of 1934, Sarbanes-Oxley Act 2002, and Dodd-Frank Act. These govern securities transactions, registration requirements, and disclosure obligations.

State Securities Laws (Blue Sky Laws): State-specific securities regulations governing registration, disclosure requirements, and investor protection provisions that vary by jurisdiction.

Corporate Laws: Include Delaware General Corporation Law (if applicable) and state-specific corporate laws governing the company's incorporation and share transfer requirements.

Tax Laws: Internal Revenue Code, state and local tax regulations, and specific provisions related to tax implications of share transfers and transactions.

Antitrust Laws: Including Hart-Scott-Rodino Act, Clayton Act, and Sherman Act, which govern competition and monopoly concerns in significant share acquisitions.

Foreign Investment Laws: CFIUS regulations and FIRRMA requirements governing foreign investment in U.S. companies and national security reviews.

Exchange Regulations: NYSE/NASDAQ rules or OTC market regulations if the shares are publicly traded or listed on exchanges.

Contract Law: State-specific contract laws and Uniform Commercial Code (UCC) provisions governing the formation and enforcement of sale agreements.

Employment Laws: Regulations governing employment aspects, particularly relevant if the share sale involves management changes or employee stock ownership.

Industry-Specific Regulations: Sector-specific regulations that may apply depending on the company's industry (e.g., banking, healthcare, telecommunications).

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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