The Architecture of the Deal
Negotiating a transaction, with draft clauses and the rationale for each
The thesis
The share purchase agreement does not record the deal; it builds it. Each clause allocates a specific risk, and the market-standard allocation systematically favours the buyer
What the study establishes
1
Representations and warranties define what the seller is asserting, and their survival period defines for how long
2
Indemnification with a cap and a basket is where price negotiation continues after closing
3
Conditions precedent decide who bears the risk of the transaction failing to close
Contents
- The structure of the agreement
- Representations and warranties
- Indemnification
- Conditions precedent
- Conduct between signing and closing
- Dispute resolution
- Clause appendix
- The mandate