Share purchase agreement workflow
The SPA is the contract that turns a term sheet into a closed deal. Getting the risk allocation right — warranties, disclosure, indemnities, and the purchase price mechanism — is what separates a clean exit from a costly dispute.
This is an 8-step workflow for drafting and negotiating an Australian private company share purchase agreement (SPA). It covers due diligence, consideration, warranties, completion, and post-completion adjustments.
Before you start
- Term sheet or heads of agreement signed
- Data room open with due diligence underway
- Cap table and corporate records confirmed
- FIRB, ACCC, and regulatory path mapped
The workflow
Confirm structure and regulatory gates
Confirm the share sale structure, any FIRB application, ACCC notification, and foreign investment or industry approvals. These gates drive the conditions precedent.
Run or supervise due diligence
Run legal due diligence — corporate, contracts, employment, tax, IP, property, litigation — and integrate findings into the warranty and disclosure drafting.
Draft consideration and purchase price
Draft the consideration mechanism — fixed, locked box, or completion accounts — with adjustments for working capital, debt, and cash. Align with the term sheet.
Draft warranties and indemnities
Draft the warranties schedule covering title, authority, financials, tax, compliance, litigation, employees, and IP. Draft tax and specific indemnities as needed.
Draft limitations and disclosure regime
Draft warranty cap, de minimis, basket, time limits, and the disclosure regime (general and specific). Agree how the data room interacts with disclosure.
Draft conditions precedent and completion
Draft the CPs, the pre-completion conduct obligations, the completion mechanics, and the deliverables schedule for each party.
Negotiate and exchange
Negotiate mark-ups, run disclosure rounds, and move the document to agreed form. Exchange contracts once conditions are ready to sign.
Complete and settle post-completion
Run completion — signing, stamping, share transfer, director changes, ASIC lodgements — and manage post-completion adjustments and any escrow.
What you will have at the end
A signed and completed share purchase agreement transferring legal and beneficial ownership of the target shares, with a clear warranty and indemnity regime and all regulatory gates satisfied.
Common issues
- Locked box drafting that does not clearly allocate leakage risk
- Warranties schedule over-relying on knowledge qualifiers
- FIRB path not identified early enough, delaying completion
- Disclosure letter and data room inconsistency
- Post-completion adjustments missing an agreed dispute process
Run this workflow on a real matter
Quillio drafts SPAs from your term sheet, tracks warranty scope against disclosures, and reviews data room documents for risk flags. See /practice-areas/commercial-lawyers or /free-trial.
General guide only — not legal advice. SPAs are deal-specific and require tailored tax, regulatory, and structuring advice.
Try this workflow with Quillio.
Quillio can run this workflow on a real matter, with citations to current AU authority on every step. The free trial requires no credit card.
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