Negotiation of Share Purchase or Asset Purchase Agreements

The Share Purchase Agreement (SPA) or Asset Purchase Agreement (APA) is the key document governing mergers and acquisitions. Negotiating its terms is essential to protecting your client’s interests.

This webinar will cover:

• What is an SPA or APA?
• The key differences between and SPA or an APA
• Acting for a buyer or a seller
• What is being bought and sold?
•  Consideration
  • Cash
  • Deferred
  • Earn out
  • Shares/other
  • Completion accounts or locked box
  • Accruals and prepayments
• Warranties and indemnities
• Limitation on claims
• Conditions
• Restrictive covenants
• Disclosure
• Tax covenants
• Risks
• Due diligence and reverse due diligence if acting for a seller
• Exchange and completion