Ireland: Shares sale agreement of minority or majority

Net Lawman set out to protect the buyer or seller, not to make decisions about what you do or do not need in your contract.  Every situation is unique. Simply choose what you need in your agreement and delete what does not apply.

This document assumes a buyer is buying perhaps 20% to 60% of the shares.  He may also be arranging a loan facility or otherwise supporting the company (these other arrangements are not covered in this document, but Net Lawman can supply a loan document, shareholders’ agreement and directors’ service contracts).  It is assumed that the Buyer wants the same level of protection as he would expect if he was buying the whole company.  In this agreement, the warranties are given not only by the sellers of shares but also by those “staying in”.

Who will use this document?

•  Any individual or company selling or buying a stake in a company.  It is most common for the buyer to produce the sale document. However, producing the document yourself, whichever side you are on, gives you an advantage because you can make the document yours, thereby obtaining the advantage of preliminary editing in your favour.
  This agreement allows a buyer to decide how tough he wants to be and who he wants to bind.  As drawn, the document binds all the shareholders, not just those selling, but politics may require warranties to be given only by those departing.
•  A seller of shares wanting tips and hints as to what is fair and reasonable in a document comparable to the one now presented to him by the buyer or his solicitors. 

  Key features

• this agreement is appropriate for any type of trade or business; extensive use of warranties encourages full disclosure by the sellers and the ongoing shareholders;
• drawn for the deal to be completed on the same day, not at some future time;
• suitable for a single company of any size;
• suitable provisions for contract to cover leasehold, freehold and tenanted property;
• up to 150 individual warranties where required;
• retention up to one year against reduction in forecast profit and warranty claims;
• Provision for some sellers to be trustees and not therefore bound by the warranties 

This document includes paragraphs for:

• Agreement for sale
• Purchase price and how made up
• New shares to be issued to buyer
• Calculation of minimum profit
• Completion of the deal and delivery of documents
• Warranties applicability
• The Warranties
• Trustees limited Warranties
• Restrictive agreement to prevent Sellers from competing afresh
• Sellers protection provisions
• Various legal provisions usual in a document of this type
• Existing shareholdings
• Details of the company
• The warranties
• Particulars of the properties
• Superannuation arrangements 

The 140 individual warranties are in sections relating to:

• General
• Effect of this agreement
• Group structure and operation
• Accounts
• Cash flow
•  Taxation
• Bank and borrowing
• Assets
•  Trading and contracts
• Business matters
• Litigation and regulation
• Properties - freehold, leasehold and let
• Employment
• Pensions
• Insurance
• Intellectual property
• Internet and domain names

• Click on "buy this document";
  
• provide your e-mail address and password;
  
• provide usual basic contact information and choose cheque or credit card payment;
  
• give credit card details on a WorldPay secure page;
  
• download your document and your invoice from the document collection point on our home page;
  
• you may need to allow two or three minutes for your payment to be processed before your document is available;
  
• you have 30 days within which to collect your document as often as you like;
  
• you can use your document as often as you like for one company or business only.
  
• your document is provided in format readable by most word processing programmes.
  
• If you choose to pay by cheque please print the form we provide, as instructed.