I am seeking a freelance solicitor to review a Share Purchase Agreement (SPA) in relation to a distressed sale transaction.
The background is as follows:
The buyer is acquiring 100% of shares, for a nominal £1 consideration as this is distressed sale and buyer is business restructuring firm. The company currently holds debts in excess of £200,000+. The SPA was initially drafted by the buyer, and we have made certain amendments. There may be very minor changes ongoing, but the agreement is approximately 95% finalised.
My primary objective is to ensure that the SPA provides robust protection to the seller. In particular, I would like the review to focus on:
Ensuring all existing and future liabilities, debts, and obligations of the company transfer fully to the buyer upon completion.
Ensuring any personal guarantees (PGs) connected to the company are effectively transferred to, or assumed by, the buyer upon completion.
Confirming that no creditors, providers, third parties, regulators, or the new owners can pursue or bring claims against the seller after completion.
Ensuring the seller is fully protected on a 360-degree basis from any future financial, legal, regulatory, or operational claims relating to the company post-sale.
At this stage, I am looking for a high-level but commercially focused review covering:
Key risks or exposure areas for the seller.
Clauses that may currently favour the buyer.
Recommended additions or strengthening of clauses to improve seller protection.
Your overall view on how strong the seller’s protection is under the current SPA.
Could you please confirm:
Whether this is something you would be able to review (including FCA-regulated context).
Your estimated fee structure (hourly rate or fixed fee).
An indication of the number of hours you expect this review would take.
Your expected turnaround time once the SPA is provided.
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