Standard documents

An agreement for the sale and purchase of a private company's shares for use in the context of sales by an auction or tender process. As the seller usually prepares the first draft of the agreement in an auction process, this agreement is drafted more in favour of the seller rather than the buyer. There is a single corporate seller and a single corporate buyer. The target is wholly owned by the seller and exchange and completion are not simultaneous. It is envisaged that there will be a tax covenant (rather than a tax deed of indemnity), although this standard document does not contain a tax covenant as the buyer will usually provide the first draft (see Standard document, Tax covenant: corporate seller version). For a non-auction version of the share purchase agreement, see Standard document, Share purchase agreement: single corporate seller: non simultaneous exchange and completion for a single corporate seller, or Standard document, Share purchase agreement: multiple individual sellers: non simultaneous exchange and completion where there are multiple sellers. Note that this version of the agreement does not contain anti-corruption warranties; if the parties wish to add these due to the commencement of the Bribery Act 2010 on 1 July 2011, see Standard clause, Anti-corruption warranties: share purchase agreement.

A confidentiality agreement to be issued by the seller to potential bidders for a company or business to be sold by way of auction. This confidentiality agreement does not impose similar confidentiality obligations on the seller in respect of information it acquires about the bidder. The agreement contains a standstill and an acknowledgment that the confidential information may constitute inside information. Both these provisions can be deleted if the seller is not a listed company. For more information on confidentiality generally, see Confidentiality: acquisitions

A disclaimer for use in an information memorandum issued by a seller to potential buyers in connection with a proposed sale of the entire issued share capital or the business and assets of a target company via a controlled auction process. 

An outline of introductory wording for use in a set of verification notes produced in connection with the verification of the contents of an information memorandum relating to the proposed sale of the entire issued share capital of a company through a controlled auction process.

A letter to be sent to employees following a change of their employer as a result of the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE). Integrated drafting notes. This document has integrated drafting notes embedded within the text. Click on a heading to read the note. See the Actions box on the right for additional viewing options.

Form of data room rules for use by the seller where either a company or assets are for sale by way of an auction process, and when the data room is to be accessed via the internet. For a form of data room rules using a physical data room see Standard document, Data room rules: acquisitions.