Brief Introduction to Shares Purchase Agreement (SPA)

Functions of SPA

SPA’s key word is “risk”.  VC/PE investment is “high risk, high return”.  In addition to documenting the agreed investment transaction, SPA is also an important risk management tool for the discovery, reduction and allocation of risk (including known  and unknown risk, reducible and irreducible risk).  For example, first, SPA’s representations disclose known risks and allocate unknown risks.  Second, the covenants section of the SPA provides for the reduction of known risks that can be effectively reduced.  Finally, the specific indemnity section of the SPA allocates known risks that cannot be reduced.

Structure of SPA

Components of SPA

The main components of a SPA include:

  • Transaction (OS Form SPA Section 2 Transaction)

The transaction section describes the overall structure of the investment transaction, including the amount of investment to be made by the investors, the number and type of investment instruments (such as a series of preferred shares), and the shareholding ratio after the investment. If it involves consideration other than cash (for example, conversion of debt), such  non-cash consideration will also be described here.

  • Closing (OS Form SPA Section 3 Closing)

The closing section provides for the procedure for the investors to pay the investment amount and receive the corresponding equity interest (i.e. closing).

  • Representations and warranties (OS Form SPA Section 4 Representations and Warranties)

The representations and warranties section states the conditions of the company before the closing.  This section consists of a largely fixed list of statements and a disclosure schedule provided by the company. The former describes the “perfect” conditions in a number of important aspects such as equity structure, organizational structure, legal compliance, financial conditions, and property ownership, while the latter reveals “imperfection” in the form of exceptions to the former. Through this list of statements + disclosure schedule mechanism, SPA crystalize the unknown risk profile of the company at the time of investment in the legal documents. If after the investment is made, undisclosed risk within the scope of the representations is discovered, it constitutes a breach of the SPA by the covenantors making those representations (generally the company and its founders).

  • Conditions (OS Form SPA Section 5 Conditions)

The conditions section stipulates the prerequisites for closing. Only when these conditions are met (or exempted), the investors are obliged to pay the investment amount. Common closing conditions include:

  • Representations are true at the time of closing
  • Pre-closing covenants (see “Covenants” section) have been performed
  • Received the necessary shareholder and board approval
  • Constitutional documents have been adopted
  • Other transaction documents have been signed

In light of specific circumstances of a particular investment deal, the parties may also agree on other conditions (such as completion of reorganization, etc.) that need to be fulfilled before closing.

  • Covenants (OS Form SPA Section 6 Covenants)

The covenants section specifies the actions that the covenantors agree to take both before and after the closing needs to closing. Pre-closing covenants are generally made to ensure the investment will occur as planned.  Post-closing commitments often include actions that the parties cannot complete in time before closing.

  • Liabilities (OS Form SPA Section 7 Liabilities)

The liabilities section mainly provides for indemnity obligation of the covenantors to compensate the investors for loss they suffered.  The indemnity include general indemnity for losses caused by breach of contract, and specific indemnity for losses resulted from by specific risks. The difference between those two is that the latter is not based on a breach of contract.  For example, loss caused by a risk already disclosed in the disclosure schedule does not constitute a breach of contract, but the parties can still agree on the allocation of such risk through specific indemnity .

Logical relationship between SPA components

There are  two logical relationships that connect the four SPA main components (representations, conditions, covenants and liabilities) to function.

  • The first logical relationship is that the representations being true and performance of pre-closing covenants are closing conditions.  Therefore, if the representations are found to be false before closing or the pre-closing covenants are not performed, the investor has the right refuse to making the investment on the ground that  the closing conditions are not fulfilled. This is the most important protection investors can get before closing.
  • The second logical relationship is that the untrue representations and non-performance of covenants (including pre-closing and post-closing covenants) constitute a breach of contract, which in turn triggers the indemnity obligation to compensate for loss so caused. This is the primary protection investors can get after closing.

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While the government has tried to sidestep its own analysis by drumming up support on the back of presumed regeneration and indirect economic growth, the select committee said that there remained an onus on the Treasury to “publicly quantify these benefits”. It also demanded that before deciding to proceed with HS2, the Treasury should “publish its own comprehensive economic case supporting its decision”.

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The largest U.S. chemical maker by market value said it would also consider spinning off the unit, which contributed a fifth of the company’s total sales last year and makes the paint pigments used in sunscreen and car paint.

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