3. Share Purchase Agreement (SPA) – A share purchase agreement is entered into at a time when you are associating an investor/partner with your business. This document contains the basic conditions for buying and selling shares. The share purchase agreement indicates the number of shares and the consideration against which the shares are exchanged. The BSG also lists the conditions that must be met to complete the sale (previous conditions) and replacements and guarantees that affect both the company and the entrepreneurs to the buyer/investor and vice versa. 4. Shareholder Pact (SHA) – the purpose of a shareholders` pact is to describe a company`s modus operandi and specify the rights and obligations of shareholders. The SHA defines, among other things, shareholder rights such as the right to first refusal, the pricing mechanism, voting procedures, privileges and shareholder protection. At the time of investing in a company, investors will permanently execute a SPA (share purchase contract already mentioned). A SHA is executed if an investor does not buy 100% of the business. As a general rule, the Sell page designs the first share purchase agreement.
They download the design towards the end of the second round in the virtual data room. Several rounds followed between lawyers for both parties. >In conjunction with a shareholders` pact, a shareholder decision indicates how to continue to enforce shareholder action. Shareholder decisions are made either as special decisions or as ordinary decisions. Ordinary decisions are generally adopted for routine enterprises by simple majority, while special resolutions require a majority of 75% and generally concern the formation of a business. The default position is that a proper resolution is required unless the law or articles say otherwise. The Companies Act 2006 provides that a written decision can be signed by the same majority as a decision adopted at a meeting, which is a simple majority for an ordinary resolution and 75% for a special resolution, whereas the 1985 Act required unanimity. An investment agreement and a shareholders` pact are two often confusing legal documents, often used by large and small businesses.
The distinction between the two allows you to fully integrate the investment efforts of new shareholders and consolidate the ownership rights of your company. The agreement will serve the party`s intention to extend the investment with the increase. When a company is made up of several shareholders, there is usually a shareholder contract. These agreements define the rights and obligations of shareholders. In most cases, they contain certain rights related to the departure of a shareholder. If this is the case, lawyers must take these rights into account in the share purchase agreement of the transaction. The shareholding agreement and the shareholder contract are signed at the end of the due diligence process when setting up a company.