SPA

A Share Purchase Agreement (SPA) is the definitive legal contract governing the sale of a company's shares from seller to buyer. It is the central closing document in any M&A transaction. Key sections: representations and warranties (seller's factual statements about the business), conditions precedent (what must occur before closing), purchase price mechanics (enterprise value, locked-box or completion accounts), indemnification provisions (recourse for warranty breaches), and restrictive covenants (non-compete, non-solicit). In European transactions, SPAs are typically governed by English law (for cross-border deals) or local law (FR, LU, DE). W&I (Warranty & Indemnity) insurance is increasingly standard on mid-market European SPAs.

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