Corporate Buyers
Companies acquiring competitors, suppliers or technology businesses, and integrating them after completion.
Lawyers Specialising in Share Acquisitions
Experienced Share Acquisition Lawyers to protect your market share and ensure compliance with regulatory laws. Get a personalised solutions from an expert lawyer
Share Purchases · Investments · MBOs · Due Diligence · SPAs
Share Sale and Acquisition Service
When you buy the company, you buy its history. We make sure you know what it is.
A share purchase gives you business continuity: the contracts, people, IP and licences stay in place. It also means you inherit every liability. We advise corporate buyers, investors and management teams on de-risking share acquisitions, with particular strength in technology, media and IP-rich companies.
Share Acquisitions, Not Piecemeal Asset Transfers
This service focuses on buying and investing in companies through their shares. If you are buying selected assets instead, see our Business Asset Purchases service.
Investors & Private Equity
Investors, funds and high-net-worth individuals taking minority or majority stakes, with investment and shareholders' agreements to match.
Management Teams & Sellers
Management buy-outs, founders selling their companies, and shareholders negotiating their exit.
Why Share Transfers Need Specialist Counsel
All-Inclusive Liability
Because you buy the company itself, you inherit all of its past, present and latent liabilities: tax, litigation, regulatory breaches and contract claims. Protection comes from due diligence and the share purchase agreement.
Business Continuity
Commercial contracts, employment arrangements, intellectual property and operating licences usually stay with the company, without assignments or TUPE transfers, subject to any change-of-control clauses.
What We Handle in a Share Acquisition
Corporate Due Diligence
- Corporate structure, constitution and governance
- Material contracts and change-of-control clauses
- Employment, incentives and key-person arrangements
- Disputes, regulatory compliance and data protection
The Share Purchase Agreement
- Price mechanics: completion accounts or locked box
- Deferred consideration and earn-outs
- Conditions, termination rights and completion mechanics
- Investment and shareholders' agreements for minority stakes
Liability Protection
- Seller warranties, with negotiated limits and disclosure
- Specific indemnities for known risks
- Tax covenants shifting historic tax risk to the sellers
- Retentions, escrow and warranty and indemnity insurance
Completion Documents
- Disclosure letters
- Stock transfer forms and board minutes
- Director resignations and appointments
- Statutory register, PSC and Companies House updates
Post-Completion Protection
- Enforceable non-compete and non-solicitation covenants on the sellers
- Protection of key clients, staff and confidential information
- Handover and transitional arrangements
Cross-Disciplinary Due Diligence
A company's value is often in the detail: its IP, its premises, its data and its people. We look at all of them.
IP & Technology Audit
Confirming that core software, trade marks, patents, content and data are owned by the company, properly assigned by developers and contractors, and compliant with the UK GDPR.
Data Protection & Privacy Compliance →Property & Leases
Reviewing the company's leases and any freehold property, including change-of-control and alienation provisions and dilapidations exposure.
Commercial Lease Agreements →Tax, Clearances & Approvals
Stamp duty on shares, usually 0.5%, the tax covenant, and any National Security and Investment Act, competition or regulator approvals, working with your tax advisers.
The Lifecycle of a Share Acquisition
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Heads of Terms & Exclusivity
Agreeing the framework, exclusivity and a non-disclosure agreement.
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Due Diligence
Finding and assessing the legal and structural risks in the company.
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Structuring & Drafting
Aligning the SPA and disclosure letter with the deal's real commercial value.
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Conditions Precedent
Securing regulatory, competition and third-party clearances before completion.
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Completion & Transfer
Signing transfer documents, releasing funds and moving control to the buyer.
Share Purchase vs Asset Purchase
| Feature | Share Purchase | Asset Purchase |
|---|---|---|
| What is bought | The entire company, through its shares | Specific identified assets and liabilities |
| Liability exposure | All past, present and unknown liabilities stay with the company | Selected liabilities only |
| Contracts & licences | Stay in place, subject to change-of-control clauses | Must be assigned or novated, often with consent |
| Employees | Stay with the same employer; TUPE does not apply | Usually transfer under TUPE |
| Tax | Stamp duty usually 0.5%; the company's tax history transfers with it | VAT and capital allowances need checking |
Investment Readiness in Practice
Software Ownership and Chain of Title Before Investment
A SaaS platform's dispute with an external development agency, which claimed to retain copyright in custom software, was delaying a €15 million investment. We reviewed the development agreements and chain of title, assessed the residual developer claims and identified the documentation needed to confirm ownership and support investor due diligence.
Read the full instruction →Anonymised and high-level. Past work does not guarantee a particular outcome in any future matter.
Led by Our Principal Solicitor
Share acquisitions and investments are led by Peter Adediran, founder and principal solicitor, who has advised on private equity investment, shareholder agreements and company commercial law for over 25 years.
Internet Lawyer Since 1999
Over 25 years in commercial, IP and technology law
Published Author
A Practical Guide to Business, Law & the Internet (Kogan Page, 2002)
MBL Seminars Partner
International CPD training for 286,000+ professionals across 73 countries
SRA Regulated
Authorised and regulated by the Solicitors Regulation Authority (No. 827265)
Share Acquisition Questions
What does a buyer inherit in a share purchase?
Everything. The buyer acquires the company itself, so it takes on all of the company's past, present and unknown liabilities, including tax, disputes, regulatory breaches and contract claims. That is why due diligence, warranties, indemnities and a tax covenant are central to a share purchase.
What is the difference between warranties and indemnities?
Warranties are statements of fact about the company. If one is untrue, the buyer can claim damages for the loss in value, subject to the limits agreed in the share purchase agreement and anything fairly disclosed. Indemnities are promises to reimburse a specific loss pound for pound, and are used for known risks such as a particular dispute or tax issue.
What is a locked box, and how does it differ from completion accounts?
In a locked box deal, the price is fixed by reference to accounts at an agreed date before completion, and the seller promises that no value, or leakage, has left the company since then. With completion accounts, the price is adjusted after completion based on accounts drawn up at the completion date. A locked box gives price certainty; completion accounts give the buyer more protection where the business is changing.
Is stamp duty payable on a share purchase?
Yes, in most cases. Stamp duty or stamp duty reserve tax is usually payable by the buyer at 0.5% of the consideration for a transfer of shares in a UK company, where the consideration exceeds £1,000. We work with your accountants or tax advisers on the tax structure of the deal.
Does a share purchase need government approval?
Some do. Under the National Security and Investment Act 2021, acquisitions of control of companies active in 17 sensitive sectors, including defence, energy, communications, data infrastructure and artificial intelligence, must be notified to the government and approved before completion. Competition, sector regulator and change-of-control consents may also be needed.
Do employees transfer under TUPE on a share purchase?
No. On a share purchase the employer company stays the same, so TUPE does not apply and employment contracts continue unchanged. However, change-of-control clauses, incentive schemes and key-person retention still need to be reviewed.
What happens at Companies House after a share purchase?
The company's register of members and register of people with significant control must be updated, and changes of directors and PSCs must be filed at Companies House. Under the Economic Crime and Corporate Transparency Act 2023, directors and people with significant control must now have their identity verified with Companies House, so we build this into the completion timetable.
How are fees for a share purchase agreed?
Fees are agreed upfront, based on the size and complexity of the transaction, and set out before work begins. We do not offer free initial consultations, legal aid or no-win-no-fee arrangements.
Speak with a Transaction Specialist
Speak directly with our principal solicitor. Every enquiry is treated in strict confidence.
- Whether you are buying, investing or selling
- The target company and the percentage of shares involved
- Heads of terms, a term sheet or a draft SPA, if you have them
- Your target completion date and any deadline
Telephone: +44 (0)20 7305 7491
Email: peter@pailsolicitors.co.uk
23 Berkeley Square, Mayfair, London W1J 6HE
Fees are agreed upfront. We do not offer free initial consultations, legal aid or no-win-no-fee arrangements.
Make an appointment
Contact us today to learn how we can help safeguard your success.