Share-for-share exchanges in UK M&A: SPA drafting, listed/unlisted consideration shares, authority to allot, pre-emption, valuation of non-cash consideration and tax

Published by a LexisNexis Corporate expert

Practice notes

This concise ‘how to’ guide explains the sequence to follow, together with the documentation needed, for parties undertaking a share purchase by way of a share for share exchange. In such a transaction, a buyer acquires the shares in a private limited company (the target company) from the target company’s shareholders (the sellers) and, as consideration for that acquisition, allots/issues shares in the buyer (consideration shares) to the sellers. The buyer offers this form of consideration instead of, or in addition to, other consideration such as cash. An illustration of the position of the transaction parties, both before and after completion of a share for share exchange transaction, is set out below...

Implementation of a share for share exchange transaction

The steps required to implement a share for share exchange, and the documentation to give effect to it, will be broadly the same as for a share purchase where the consideration is cash, subject only to the specific amendments needed to enable the issue of the consideration shares...

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Web page updated on 21/05/2026

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