Once completed, the buyer will have to pay stamp duty on the purchase price of the shares (see taxes below), make all necessary announcements and declarations, and deal with other administrative matters. For more information, visit the tab`s landing pages. To practice with this research guide, check out the basic search problems for examples of questions and solutions. Good luck! Taxation plays an important role in structuring a transaction. A buyer generally needs protection against potential tax liabilities in the form of a tax alliance and tax guarantees in the share purchase contract. Other agreements that may be relevant to the acquisition of shares of private companies include a guarantee and compensation instrument, a contribution agreement and a loan instrument. Signing Due Diligence is the process of obtaining information conducted by a potential buyer in order to know as much information as possible about the target company at the beginning of negotiations. Private share purchase items include a short-form share purchase agreement and different versions of a long-format share purchase contract for use when multiple individual sellers or a single business seller are present and for which the signature and completion is simultaneous or where there is a gap between signature and completion. Various electronic sources such as Westlaw Classic, WestlawNext, LexisNexis, FastCase, Bloomberg Law, Intelliconnect, ProQuest Legislative Insight and Practical Law Company are used in this electronic guide. The cost of accessing documents and treaties related to this guide depends in large part on your company`s negotiated pricing plan. However, if you have access to multiple options and want to compare prices, or if you`re in a small business and try to choose the resource you want to buy, read Kendall F. Svengalis legal Information Buyer`s Guide – Reference Manual, 2016 edition.
The share purchase agreement is the main contractual document that defines the terms of a share acquisition. There are a number of standard clauses (for example. B closing accounts, blocked box, anti-embarrass clauses and essential amending clauses) that can be used in addition to standard form share purchase contracts. There are also different versions of the share purchase contract for use in intragroup transactions and auctions. A founder enters your office and wants your help in setting up/financing/exiting a business. What are you doing? Instead of reinventing the wheel by manually compiling relevant primary sources, the best starting point is with secondary sources, including treaties, law review articles or state websites. The most useful resources in this area are government websites, national treaties containing forms, general treaties, including Forms, Notes and Forms of the Practical Law Company. You`ll find links and explanations on all these sources at the top and on the tabs and sub-pages of this manual. In addition to legal sources, this guide also contains many non-legal sources of awareness.
These resources are largely free, although there are some subscription services.