While an SPA includes comprehensive representations, warranties, covenants and indemnification provisions, an STA contains fewer clauses and may be suitable for simpler transactions.
Many people wonder whether it is possible to write their own shareholders' agreement or whether a solicitor is required. We believe that it is quite possible to draw it yourself, provided that you use a good template as a basis (such as our own).
Shares held by a broker to can be transferred to Direct Registration electronically by contacting a stockbroker and instructing the broker to transfer all or some of your shares through the Direct Registration System.
The biggest difference is that an SPA is the sale of all shares, and an APA is the sale of selected assets. Therefore, they are both different transactions and have different procedures. 2. With a SPA, all shareholders in the company must be consulted and agree to sell their shares in the company.
Following are the key pieces of information that should be spelled out within the buy-sell agreement: List of triggering buyout events. List of partners or owners involved and their current equity stakes. A recent valuation of the company's overall equity. A funding instrument, such as life insurance policies.