Standard form jurisdiction neutral share purchase agreement for use in a cross-border private company acquisition where signing and closing are not simultaneous. The document includes general non-jurisdiction specific warranties and a disclosure schedule. This document assumes that there is a single corporate buyer and a single corporate seller, and that the target company is wholly owned by the seller. It also assumes that the entire issued share capital of the target company is acquired.

This document provides a plain English, UK style jurisdiction neutral starting point for local counsel to adapt in cross-border transactions.

The document contains integrated Drafting Notes discussing key legal, negotiating, and drafting issues.