ACAcquisition Counsel

Share purchase / stock purchase agreement

Share and stock purchase agreements for ecommerce businesses

When you buy the company itself, its history comes with it. We make sure the SPA protects you against what you inherit.

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Overview

Buying the company, not just the assets

In a share purchase (called a stock purchase in the US), you acquire the entity that owns the ecommerce business. Contracts, accounts, employees and liabilities all stay with the company.

This can make the transfer simpler, but you take on the company's past. Diligence, warranties, indemnities and the disclosure process matter more in this kind of deal.

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What It Covers

What a share purchase agreement covers

The parts of the SPA that protect a buyer taking on an existing company.

What a share purchase agreement covers

Statements about accounts, tax, contracts, IP, employees, compliance and litigation that give you a claim if they are wrong.

Buyer Checklist

Risks buyers take on in a share deal

01

Historic tax

Unpaid VAT, sales tax or corporation tax from earlier years.

02

Employment liabilities

Contractor misclassification, holiday pay and employee claims.

03

Change of control

Contracts or platform terms that can end when ownership changes.

04

Product and regulatory claims

Past product safety, labelling or consumer law issues.

05

Debt and guarantees

Loans, security and guarantees the company has given.

06

Intercompany arrangements

IP or assets held by other group entities or by the founder personally.

Our Process

How we handle your share purchase

FAQ

Frequently asked questions

Yes, in substance. 'Share purchase agreement' is common in the UK and Europe, while 'stock purchase agreement' is used in the US. Both transfer ownership of the company.

Buying an ecommerce company?

Tell us about the business you plan to buy and where the deal stands. We will explain the legal support you need.

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