SPA Negotiation and Drafting

A Share Purchase Agreement Negotiated Around Your Priorities

We negotiate and draft the SPA for buyers and sellers, turning the commercial deal and the due diligence findings into enforceable terms. A well negotiated SPA reflects the real risks of this particular business, and not only a standard form.

Price mechanics: completion accounts or locked box, adjustments, deposits and escrow.
Conditions precedent: consents, regulatory clearances and corporate approvals needed before closing.
Warranties and indemnities: scope, disclosure, caps and time limits. Buyers press for broad protection and sellers for defined limits; we act for either side.
Covenants: conduct of the business between signing and completion, non-compete and non-solicit.
Completion: documents to deliver, board changes, share register update and filings.
Tax and costs: allocation of stamp duty, transfer costs and tax on any gain.
Disputes: governing law, forum and, where useful, arbitration.

How the negotiation runs
We begin with the term sheet and the due diligence report, then agree with you which points are essential, which can be traded and which are not worth the delay. We prepare the first draft or mark up the other side's draft, explain each change and keep an issues list so progress is visible. We join calls and meetings where useful.

Points to consider
Thai share transfer formalities are built into the completion steps, and a bilingual agreement states which language prevails. Disclosure against the warranties should be handled carefully, because it limits the buyer's later claims. We also consider how any claim would be enforced in practice, including security such as escrow or a retention from the price. Send us the term sheet, the due diligence report and your key priorities. We will give you a realistic view of where the other side is likely to push back, so you go into the negotiation prepared, with a clear order of priorities and an agreed fallback on each major point.