The Sale Contract documents is the purchase of a business and assets this is sometimes known as an Asset Purchase Agreement and were it is the purchase of shares in a company this is known as a Share Purchase Agreement (or a SPA for short).
The buyer’s solicitor will prepare and draft the sale contract, no matter whether it is an Asset Purchase Agreement or an SPA, this is because the contract will provide for a number of warranties (and possibly indemnities) but it will also govern who the purchase will be carried out, the purchase price to be paid, whether there will be any apportionments or completion accounts, whether completion is conditional on a number of matters, what is to happen between exchange and completion, what happens with the employees, stock and book debts. A SPA will also include a tax deed or tax covenant which indemnifies the buyer in respect of tax. There will also be a provision for liabilities and creditors.
The sale contract will be heavily negotiated between the buyer and seller’s solicitor. As corporate solicitors, we are greatly experienced in preparing and drafting contracts, whether it is an asset purchase agreement or SPA and we are familiar with handling demanding negotiations with other corporate solicitors.