If more specific risks are identified during due diligence, they are likely to be covered by appropriate compensation in the sales contract, under which the seller promises to reimburse the buyer a book base for compensation liability. Compensation clauses are highly negotiated, particularly the lower and upper thresholds for claims, period, purpose and procedure between parties for the resolution of disputes, including tax disputes, which affect claims. They also offer the procedure for refunding claims and often the most verified clause in the event of a dispute, so special attention must be paid to ensuring that the buyer is properly covered when issues related to the business before the transaction, but which arise after the conclusion. This is also the reason why a buyer will ask for an essential part of the seller as a guarantor of compensation. A share purchase agreement is probably long and consists of a main document and different calendars or annexes containing specific information and details of the transaction. While a SPA can be in any format, the following are the most important clauses, and those that should ideally be designed by an experienced legal expert. In the simplest form of a sale in which a business for sale is 100% owned by a single person or parent company and purchased by a single buyer, there are only two parties to the agreement. However, additional parties may be involved if, for example. B, several shareholders of the company for sale are involved. In these cases, each shareholder must enter into the sale agreement to sell his shares. The United Kingdom left the European Union on 1 January 2020 and EU legislation will apply until the end of a transitional period on 31 December 2020.
The UK government has always suggested that it would not seek to extend the transition period.