Jurisdiction(s):
United Kingdom

Key definition

Share purchase definition

What does Share purchase mean? A share purchase is the acquisition of shares in a target company—typically all, or a controlling stake—so the buyer becomes the shareholder exercising control while the company continues to own its business. Because the company remains the legal owner of its assets and bearer of its obligations, the buyer effectively inherits the company with all assets, contracts and liabilities (including unknown or contingent liabilities), managed through due diligence, warranties, indemnities and price adjustments. Used across private M&A, it is usually documented by a share purchase agreement (SPA) and completed by share transfers and corporate approvals, with any required...

Environmental, health and safety due diligence in share purchases: reviewing technical reports, legal reporting, and transaction protections (warranties, indemnities, insurance)

Published by a LexisNexis Environment expert

Practice notes

Reviewing technical reports

If a buyer has secured a technical environmental report during Due diligence (or the seller has placed one in the data room), it must be analysed and converted into clear, practical guidance for the client on potential liabilities, along with proposals to mitigate the risks. Key matters for lawyers to assess include:

whether the report presents clear evidence of environment health and safety (EHS) non-compliance, capex needs, or possible liabilities;
whether an independent environmental consultant should be engaged to review and challenge the report’s conclusions;
whether a conference call or meeting between the two environmental consultants (with clients and lawyers) would help resolve areas of concern;
whether further investigations or enquiries are necessary and, if so, the associated timing and cost implications;
which options are most practical to address the issues—specific warranties, an environmental indemnity, a rectification deed, a price adjustment, an escrow account, or environmental insurance.

See Practice Note: Environmental consultants—instructing consultants to peer review an environmental report. The transaction...

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Web page updated on 21/05/2026

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