The Equity Purchase Agreement is a fundamental transaction document used in Australian business acquisitions when one party wishes to acquire ownership of a company through the purchase of its shares or equity interests. This agreement is essential for both private and public company transactions, though its complexity and specific provisions may vary depending on the size and nature of the deal. It needs to comply with Australian corporate law, particularly the Corporations Act 2001 (Cth), and may require consideration of foreign investment regulations (FIRB approval), competition law (ACCC clearance), and state-based stamp duty legislation. The document typically includes detailed provisions on purchase price mechanisms, conditions precedent, warranties and indemnities, pre-completion covenants, and completion procedures. It's commonly used in conjunction with other transaction documents such as disclosure letters, board resolutions, and share transfer forms.
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1. Parties: Identification of the seller(s), purchaser(s), and any guarantors
2. Background: Context of the transaction, including description of the target company and purpose of the agreement
3. Definitions and Interpretation: Defined terms and rules of interpretation for the agreement
4. Sale and Purchase: Core transaction terms including shares being sold, purchase price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion can occur
6. Pre-completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements
7. Completion: Mechanics of closing, including timing, location, and actions required
8. Seller Warranties: Representations and warranties given by the seller regarding the shares and target company
9. Purchaser Warranties: Representations and warranties given by the purchaser
10. Limitations on Claims: Limitations on warranty claims, including time limits and financial thresholds
11. Tax Indemnity: Specific indemnities relating to tax liabilities
12. Confidentiality: Obligations regarding confidential information
13. Announcements: Requirements for public announcements about the transaction
14. Costs and Stamp Duty: Allocation of transaction costs and stamp duty obligations
15. General Provisions: Standard boilerplate provisions including notices, amendments, and governing law
1. Earn-out Provisions: Required when part of the purchase price is contingent on future performance
2. Employee Matters: Needed when there are specific arrangements for key employees or employee incentive schemes
3. Intellectual Property Rights: Important when IP is a significant asset of the target company
4. Third Party Consents: Required when specific third-party approvals are needed for the transaction
5. Foreign Investment Approval: Necessary when the transaction requires FIRB approval
6. Competition Approval: Required for transactions that need ACCC clearance
7. Transitional Services: Needed when the seller will provide services to the target company post-completion
8. Non-Compete Provisions: Important when restricting the seller's future competitive activities
9. Break Fee: Used in larger transactions where commitment of resources warrants break fee protection
1. Details of Sale Shares: Complete description of shares being sold including class, number, and percentage of total issued capital
2. Company Details: Corporate information about the target company including shareholding structure and subsidiaries
3. Warranties: Detailed warranties given by the seller regarding the company and its business
4. Properties: Details of real property owned or leased by the target company
5. Material Contracts: List and details of important contracts of the target company
6. Intellectual Property: Schedule of IP rights owned or licensed by the target company
7. Employee Information: Details of employees including key terms of employment
8. Completion Requirements: Detailed list of documents and actions required at completion
9. Form of Resignation Letters: Template resignation letters for outgoing directors
10. Disclosed Documents: List of documents disclosed during due diligence
Authors
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Technology
Manufacturing
Real Estate
Mining and Resources
Healthcare
Retail
Professional Services
Agriculture
Energy
Telecommunications
Infrastructure
Media and Entertainment
Transport and Logistics
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Risk Management
Compliance
Tax
Corporate Secretariat
Business Development
Executive Management
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Legal Counsel
Investment Banker
Managing Director
Finance Director
Company Secretary
Corporate Development Manager
M&A Director
Transaction Advisory Partner
Due Diligence Manager
Business Development Director
Risk Management Officer
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