Jurisdiction(s):
United Kingdom
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...
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Precedent buyer board minutes for exchange on private share purchase: approve SPA and ancillary documents, authority to sign, optional consideration shares/loan notes and listed-company circular (UK)
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Precedents
Board minutes—private M&A—Share purchase—exchange—buyer
Company no: [insert company number]. [insert company name] [Limited OR plc]. Board meeting at [insert place] on [insert date] at [insert time]. [insert name] chaired, confirmed due notice and Quorum.
Business: to consider and, if appropriate, approve documents and matters for the Company’s proposed purchase of the entire issued share capital of [insert target name] Limited from [insert seller name] [Limited OR PLC], subject to conditions, including any required shareholders’ approval.
Directors declared interests per CA 2006 and the Articles; quorum and voting confirmed.
Key documents tabled included the draft sale and purchase agreement, any loan note instrument, disclosure letter, stock transfer form(s), voting power of attorney, circular and proxy (if relevant), verification notes and responsibility documents, consents, irrevocable undertakings, announcement and ancillary papers.
The board noted conditions precedent and long‑stop; consideration (cash, loan notes and/or consideration shares); warranties/indemnities with time limits, caps and thresholds, subject to disclosures; post‑completion non‑compete/non‑solicit; and key loan note terms (interest, redemption, guarantee/security, convertibility).
RESOLVED to approve the Proposed Acquisition and Acquisition Documents; authorise execution, shareholder communications and any written resolution; approve the announcement; and authorise directors to finalise amendments, sign and complete. No further business; the Chair closed the meeting...
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Web page updated on 22/05/2026
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