A share purchase agreement (SPA) is a crucial legal document that details the terms and conditions of a stock sale. It is a binding contract between the buyer and the seller and sets out the rights, obligations, and responsibilities of both parties. It is critical to ensure that a well-drafted SPA is in place before any share transfer takes place.
So, who drafts the share purchase agreement? Typically, the buyer`s legal counsel will prepare the initial draft of the SPA. However, to ensure that the agreement is fair and balanced, it is a common practice for the seller`s legal counsel to review and make necessary amendments to the document.
The buyer`s legal counsel will draft the initial SPA based on the agreement between the buyer and the seller. They will take into account the price and structure of the transaction, the representations and warranties of both parties, and the closing conditions. The document will also outline any post-closing obligations and potential indemnification provisions.
Once the initial draft is prepared, the seller`s legal counsel will review the SPA to ensure that it meets their client`s needs. The seller`s counsel may suggest necessary revisions to the draft, including language that protects the seller from potential risks and liabilities. They may also identify any issues in the SPA that could cause disputes between the parties after the transaction has closed.
It is critical to have legal representation during the due diligence process and SPA negotiation to ensure that the interests of both parties are protected. The legal team can review the financial and legal health of the business, identify any potential risks, and help to structure the transaction to meet the needs of both parties.
In conclusion, the buyer`s legal counsel typically drafts the initial share purchase agreement. However, the seller`s legal counsel will review and make changes to the document to ensure that it is balanced and meets their client`s interests. Having legal representation throughout the process is vital to ensure that the SPA is comprehensive, fair, and protects the rights of both parties.