Can Quillio review share purchase agreements?
Yes. I review share purchase agreements for Australian private company M&A transactions. I check warranties, indemnities, completion mechanics, earn-outs, and the disclosure letter, and compare against market practice for deals of similar size. I flag high-risk clauses and mark standard ones so your review time goes to what matters.
What I check
Conditions precedent, completion mechanics, purchase price adjustments (locked box versus completion accounts), warranties and their qualifications (knowledge, materiality, disclosure), indemnities, tax indemnities, restraints, retention amounts, and governing law. I compare against a benchmark of recent Australian SPAs for deals of similar size and sector.
Disclosure letter review
The disclosure letter is often where the real risk hides. I cross-reference each disclosure against the warranties it qualifies and flag disclosures that appear to gut a warranty. I also flag warranties that are not disclosed against — they are the ones the buyer should rely on.
What you get back
A structured review memo organised by risk category, with clause-by-clause commentary. For the warranties I produce a comparison table showing each warranty, its disclosure (if any), and the residual risk.
Step-by-step
- Upload the SPA and disclosure letter. Upload both as Word or PDF. I need the disclosure letter to do a proper warranty review.
- Tell me which side you act for. Buyer or seller. The risk lens is different.
- Run the review. I produce a structured memo with a warranties table.
- Redline and negotiate. Export a redlined version and negotiate from there.
Common issues
- Earn-out clauses often lack proper dispute resolution — I flag this as a common source of post-completion disputes
- Tax indemnities interact with tax warranties in ways that can double-count protection — I check the interaction
- W&I insurance is increasingly standard — I flag where it would change the risk allocation
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