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Share Swap Agreement Template for England and Wales

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Key Requirements PROMPT example:

Share Swap Agreement

"I need a Share Swap Agreement to exchange 10,000 Class A shares in our UK tech subsidiary for 5,000 ordinary shares in our German parent company, with completion targeted for March 2025 and including specific tax provisions for cross-border transfers."

Document background
A Share Swap Agreement is utilized when parties wish to exchange ownership of shares while managing associated risks and ensuring regulatory compliance. This document is particularly relevant in corporate restructuring, strategic investments, or portfolio management scenarios. Under English and Welsh law, the agreement must comply with financial services regulations, including FSMA 2000 and MiFID II implementation. The document typically includes detailed provisions on share valuation, transfer mechanics, representations and warranties, and termination rights. It's essential for transactions involving share exchanges in both listed and private companies.
Suggested Sections

1. Parties: Identification and details of the parties entering into the swap agreement

2. Background/Recitals: Context and purpose of the share swap arrangement

3. Definitions and Interpretation: Key terms and their meanings used throughout the agreement

4. Swap Terms: Core terms of the share swap including share details, valuation methods, and exchange ratios

5. Settlement Procedures: Processes for executing the swap and transfer of shares

6. Representations and Warranties: Statements of fact and assurances from each party

7. Covenants: Ongoing obligations of the parties

8. Events of Default: Circumstances constituting breach and consequences

9. Termination: Conditions and procedures for ending the agreement

Optional Sections

1. Tax Provisions: Specific tax arrangements and obligations when cross-border considerations apply or specific tax treatment clarity is needed

2. Credit Support: Collateral and security arrangements when additional security is required for the swap

3. Market Disruption: Procedures for handling market disruption events, particularly relevant for swaps involving listed securities

Suggested Schedules

1. Share Details Schedule: Detailed description of shares being swapped including class, rights, and numbers

2. Calculation Methods Schedule: Detailed methodology for valuations and adjustments

3. Form of Transfer Instruments: Template documents for executing the share transfers

4. Credit Support Documentation: Details of any collateral or security arrangements

5. Notice Requirements: Forms and procedures for various notices under the agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ ºÚÁÏÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions







































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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Financial Services and Markets Act 2000: Primary legislation governing financial services and markets regulation in the UK, establishing regulatory framework and authorities

Financial Services Act 2012: Updates to financial services regulation, including amendments to FSMA 2000 and establishment of FCA and PRA

MiFID II (UK Implementation): UK implementation of Markets in Financial Instruments Directive II, governing investment services and trading venues

UK EMIR: UK version of European Market Infrastructure Regulation, governing derivatives trading and clearing

Companies Act 2006: Primary legislation governing company law, including share transfers and registration requirements

Limited Liability Partnerships Act 2000: Legislation governing LLPs, relevant if any parties are structured as LLPs

Law of Property (Miscellaneous Provisions) Act 1989: Legislation governing formalities for certain types of contracts and property transactions

Unfair Contract Terms Act 1977: Controls on unfair terms in contracts, particularly regarding limitation of liability

FCA Handbook: Detailed rules and guidance from the Financial Conduct Authority governing financial services

PRA Rulebook: Regulatory requirements from the Prudential Regulation Authority for regulated firms

UK Market Abuse Regulation: Regulations preventing market abuse and insider trading in financial markets

UK Listing Rules: Requirements for companies listed on UK markets, including disclosure obligations

Income Tax Act 2007: Primary legislation governing income tax, relevant for tax treatment of swap payments

Corporation Tax Act 2010: Legislation governing corporate taxation aspects of financial instruments

Taxation of Chargeable Gains Act 1992: Rules regarding capital gains tax treatment of financial instruments

Money Laundering Regulations 2017: Requirements for prevention of money laundering and terrorist financing

Proceeds of Crime Act 2002: Criminal law framework for dealing with proceeds of crime, including money laundering

ISDA Documentation Standards: International Swaps and Derivatives Association standardized documentation and definitions

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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