Spa
Glossary
SPA
A Share Purchase Agreement (SPA) is the principal contract by which the shares of a UK company are sold from one owner to another — the document that effects the change of ownership and contains all the legal terms of the deal.
Typical SPA contents: the parties, the price (with adjustments — completion accounts, locked-box, working capital target), warranties (statements about the company's state, with disclosure schedule), indemnities (commitments to pay specific liabilities), restrictive covenants on the sellers, completion mechanics, and dispute-resolution provisions. SPAs typically run 60-100+ pages plus a disclosure schedule of similar length. Drafting is dominated by what happens if the company turns out not to be exactly as the warranty said.
Rajoka Insights
Operating notes from a UK house of brands.
A weekly note from Mehmood. House-of-brands strategy, UK operating, and what's working across the portfolio. No fluff.
Delivered via Substack. Unsubscribe anytime.
Explore Rajoka
A family of firms. One operating standard.
Pick a brand, pick a stage, or tell us your problem.