10 Key Items to Watch in a Share Purchase Agreement (SPA)

A Share Purchase Agreement (SPA) is the backbone of most M&A transactions. While every deal is unique, there are certain clauses and items that consistently shape negotiations — and can make or break the transaction if not handled properly.

Here are 10 key items to keep in mind when reviewing or negotiating an SPA:

1. Purchase Price & Adjustments How is the price determined? Are there mechanisms for working capital adjustments, earn-outs, or deferred payments?

   
   

2. Payment Terms Timing of payment, escrow arrangements, and any deferred consideration or vendor loans.

   
   

3. Conditions Precedent What must be fulfilled before completion (e.g., regulatory approvals, third-party consents, financing)?

   
   

4. Warranties & Representations The seller’s statements about the company — accuracy here is crucial for buyer protection.

   
   

5. IndemnitiesSpecific protections for the buyer if certain risks materialize post-closing.

   
   

6. Limitations on Liability Caps, baskets, and time limits that restrict the seller’s exposure.

   
   

7. Restrictive Covenants Non-compete and non-solicitation obligations imposed on the seller post-deal.

   
   

8. Closing Deliverables Practical items needed at closing: share transfers, resignations, corporate approvals, etc.

   
   

9. Governing Law & Dispute Resolution Which law applies, and how will disputes be handled (court or arbitration)?

   
   

10. Boilerplate Clauses Entire agreement, notices, assignment — often overlooked, but they can have real impact.

    
    

🔑 Ace Legal tip: An SPA is more than a template — it’s a reflection of the deal’s risk allocation. Buyers want maximum protection; sellers want to walk away clean. The key is knowing where to push and where to concede, without stalling the deal.