Drafting and negotiating ancillary documents in a share purchase transaction


Published by a ³ÉÈËÓ°Òô Corporate expert
Practice notes

Drafting and negotiating ancillary documents in a share purchase transaction


Published by a ³ÉÈËÓ°Òô Corporate expert

Practice notes
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This Practice Note is part of the Share purchase transaction toolkit.

In order to effect all aspects of the transaction, each share purchase transaction will require that certain ancillary documents be prepared (some of which will require more negotiation than others). These ancillary documents will either be drafted by the corporate lawyer drafting the share purchase agreement (SPA), or by a more junior colleague. Some will be entered into upon exchange and some upon completion (depending on whether or not these occur simultaneously).

Ancillary documents include:

  1. •

    loan note instrument (where part of the consideration is to be satisfied with the issue of loan notes by the buyer)

  2. •

    board minutes (each of the buyer, seller and target company will need to hold board meetings to approve various matters at completion, with the buyer and seller also holding board meetings at exchange in order to approve entry into the SPA)

  3. •

    resolution of the members of the buyer (where the buyer's articles require a members' resolution to approve the terms of

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United Kingdom
Key definition:
Share purchase definition
What does Share purchase mean?

Under a share purchase, the buyer takes over ownership of the target company (ie where it acquires its entire share capital) carrying on the business, which comes with all of its assets, obligations and liabilities (whether or not the buyer was aware of them).

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