Document background
A Sale and Purchase Agreement (SPA) is the primary transaction document used in corporate acquisitions, mergers, or significant asset transfers in Ireland. This document is essential when one party wishes to sell and another party wishes to purchase either shares in a company or specific business assets. The SPA outlines all crucial aspects of the transaction, including the exact nature of what is being sold, the purchase price and payment mechanisms, warranties and indemnities, conditions precedent, and completion mechanics. It must comply with Irish law, including the Sale of Goods Act 1893, the Companies Act 2014, and relevant EU regulations. The agreement is typically preceded by heads of terms or a memorandum of understanding and is often accompanied by extensive due diligence. The document is particularly important as it allocates risk between parties and provides mechanisms for post-completion price adjustments and claim resolutions.
