Share Purchase Agreement Review — Guide

Do not sign a share purchase agreement without an independent legal eye on it

A share purchase agreement (SPA) is the single most expensive document most founders will ever sign. The warranties can make you personally liable years after closing, the completion mechanics can cost you working capital, and the indemnities can swallow the purchase price. This review gives you a comprehensive legal mark-up before you sign — whether you are the buyer or the seller.

Read the guide (free)

What is included

• Full legal review of the draft share purchase agreement
• Warranty and indemnity analysis with risk rating of each
• Completion mechanics and leakage review
• Earn-out and deferred consideration structure commentary
• Restrictive covenants (non-compete / non-solicit) commentary
• Disclosure letter strategy
• Written markup with redlined changes and negotiation priorities
• 60-minute debrief call

Who this is for

Irish buyers or sellers of shares in private limited companies — typically SME-scale transactions up to €5m. Founders selling their business, buyers acquiring a competitor, investors exiting via secondary sale, or management teams doing an MBO.

Process

1. Purchase — not currently available.
2. Upload the draft SPA, any related transaction documents, and the cap table.
3. Review — 7 working days.
4. Written markup + 60-minute debrief call.

Related services

Also consider: Investment Readiness Legal Pack, Business Purchase Due Diligence Pack, Business Sale or Purchase Agreement.

Frequently asked questions

What is the difference between a share purchase and an asset purchase?

In a share purchase, the buyer acquires the shares of the target company — effectively stepping into the seller’s shoes, inheriting all assets, liabilities, contracts and employees. In an asset purchase, the buyer picks specific assets and liabilities. Share purchases are more common for mid-sized transactions and typically preferred by sellers; asset purchases are often preferred by buyers who want to cherry-pick. This review covers share purchase transactions.

What are the main risks for a seller in a share purchase agreement?

Warranty liability (personal exposure for up to 3-7 years on representations about the company), indemnity exposure (specific pre-identified risks where the seller pays £-for-£), restrictive covenants (limiting what you can do next), earn-out underperformance (deferred consideration tied to post-completion performance), and tax leakage (specific tax warranties that can be triggered by anything historic).

What are the main risks for a buyer?

Inadequate disclosure (the seller’s disclosure letter silently limits warranty protection), limitations (caps on seller liability too low to cover realistic risk), hidden liabilities not uncovered in DD, completion accounts and working capital manipulation, and earn-out gaming by the seller post-completion.

How does this differ from full deal counsel?

Full deal counsel means we run the transaction end-to-end — drafting, negotiation, completion. This product is a structured review of someone else’s draft, giving you the ammunition to negotiate directly or instruct a different solicitor to handle negotiation. It is the most cost-effective first step if you already have a draft in hand.

Can you handle the negotiation after the review?

Yes. If you want a solicitor to negotiate on your behalf after the review, they will quote a separate fixed or capped fee based on complexity and expected negotiation rounds.

What size transactions is this product designed for?

Typically SME transactions up to €5m. For larger or more complex deals — cross-border, listed entity involvement, regulated industries — contact us for a bespoke scope before purchasing.

Read the guide (free)

If you would like to be told when solicitor services are available again on this site, you can join our no-fee waiting list. To instruct a solicitor now, use the Law Society of Ireland’s Find a Solicitor directory.