Share Purchase Agreement (SPA) Drafting
The definitive agreement for a funding round or secondary sale - representations, warranties, conditions precedent and closing mechanics negotiated in your favor.
The SPA governs the sale itself; the SHA governs ongoing relations between shareholders after closing.
Overbroad reps and warranties can expose founders personally - scope matters as much as substance.
Unresolved CPs (regulatory approvals, third-party consents) are the most common cause of closing delays.
Uncapped indemnity exposure is a common founder pitfall in poorly negotiated SPAs.
Every clause that decides who bears the risk.
Scoped to what's factually accurate and reasonably knowable, not blanket guarantees.
Regulatory approvals, board/shareholder resolutions, and third-party consents sequenced clearly.
Reasonable caps and time limits negotiated on indemnification obligations.
Payment terms, escrow (if any), and share transfer documentation for a clean closing.
Part of Layer 4 - ValueReady, for both setup tracks.
Even early-stage companies benefit from understanding SPA terms before their first priced round arrives.
Start your setup →Closing a round or secondary sale? We negotiate and draft the SPA alongside your existing cap table and SHA.
Run your diagnostic →Negotiated with your interests represented, not just filed.
We actively negotiate terms with the counterparty's counsel, not just produce a first draft and step back.
SPA terms are checked against your existing shareholders' agreement for conflicts before signing.
Conditions precedent tracked and cleared so closing happens on schedule, not delayed by paperwork.
Common questions
The SPA governs the specific share sale transaction; the SHA governs how shareholders interact going forward, including board rights and exit terms.
It depends on how representations, warranties and indemnities are scoped - this is exactly where careful negotiation limits founder exposure.
Usually 2–4 weeks from first draft to signing, depending on the complexity of conditions precedent and counterparty responsiveness.