Share Purchase and Sale Agreements

A share purchase agreement governs how ownership in a company is transferred and how risk is allocated between the buyer and seller as control changes hands under a share sale transaction.

We help:

  • Understand how risk, liability, and control transfer under a share sale agreement
  • Ensure the agreement reflects the commercial terms and structure of the transaction
  • Progress the transaction with clarity and confidence toward completion
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We Understand What You Are Going Through

Buying or selling shares in a company often involves more than a simple transfer of ownership. Share transactions commonly raise issues around historic liabilities, warranties, management control, or how the business will operate after completion.

As negotiations progress, it is not always clear which issues should be addressed in the share purchase agreement and which can be managed separately. These decisions can have lasting consequences for both buyers and sellers given that ownership of the company, and its liabilities, transfers in full..

We understand that share transactions can feel complex and high-stakes. We help you work through the legal and commercial considerations in a calm and practical way, so decisions are made with clarity and confidence as the transaction unfolds.

Our Services Include

  • Advising on the legal and commercial aspects of share purchase transactions
  • Preparing, reviewing, and negotiating share purchase and share sale agreements
  • Advising on warranties, indemnities, and risk allocation
  • Supporting due diligence and information disclosure processes
  • Clarifying obligations and liabilities before and after completion
  • Guiding the transaction through completion and post-completion arrangements
Our Difference
Accountability & Expertise

Every matter we handle comes with full accountability. You’ll deal directly with an expert – every time, no exceptions.

In Your Shoes

Understanding your unique circumstances and goals - so our advice is practical, personal, and never given in a vacuum.

Transparency & Communication

We speak your language. That means plain, clear advice - what’s happening, why it matters, and what comes next.

50+
Australian Based Team
4,000+
Matters Expertly Handled
10+
Awards & Industry Recognition

Our Process

  1. Book Meeting
    Fill in contact form below or call our office to book an initial consult. You can choose between in-person or video conference.
  2. Get Advice

    You’ll discuss your situation in depth with a senior lawyer. This includes exploring your requirements, goals, and desired outcomes. You’ll walk away from this meeting with a clear understanding of the next steps.
  3. Achieve Outcomes

    Our legal team will work tirelessly to achieve your desired objectives. We work hard, communicate regularly, and pride ourselves on delivering results.
Contact
Take the First Step Today

You don’t have to figure this out alone. Book an initial consult with our expert legal team and get clear answers about your situation.

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  • Award winning team
Andrew Henshaw
Managing Director
Award Winning Law Firm – Top Specialist Firm & Top Boutique Firm (Australasian Lawyer)
Our Directors

Managing Director

Andrew Henshaw

Director

Greg Thomas

Director

Jess Hill

Director

Rajan Verma

Director

Seamus Ryan

Frequently Asked Questions
What is a share purchase agreement?
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A share purchase agreement sets out the terms on which shares in a company are bought and sold. It governs issues such as price, warranties, risk allocation, and what happens before and after completion of the transaction.
How is a share purchase different from a business or asset sale?
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In a share purchase, ownership of the company changes hands, including its assets and liabilities. This differs from an asset sale, where specific assets are transferred without acquiring the company itself or its historical liabilities.
What role do warranties and indemnities play in a share purchase?
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Warranties and indemnities help allocate risk between the buyer and seller by addressing issues such as the company’s financial position, compliance, and past conduct. Understanding how these provisions operate is critical to managing exposure araising from the transfer of ownership.
Can share purchase agreements be negotiated?
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Yes. Share purchase agreements are commonly negotiated to reflect the commercial position of the parties, particularly following due diligence. Terms may be adjusted to address identified risks or clarify responsibilities between the buyer and seller.
What happens after completion of a share purchase?
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After completion, there may be ongoing obligations such as restraint provisions, management arrangements, or post-completion adjustments. Understanding these obligations helps ensure a smooth transition following the change in ownership.

Take the First
Step Today

You don’t have to figure this out alone. Book an initial consult with our expert legal team and get clear answers about your situation.

  • Transparent quotes (no ‘bill shock’)
  • Rapid response
  • Award winning team
Book Consult
4.9
74 Google Reviews
Award Winning Law Firm – Top Specialist Firm & Top Boutique Firm (Australasian Lawyer)