Investment and share purchase agreements for fundraising, acquisitions and exits

Once a deal is agreed in principle, the real negotiation starts on paper

The investment agreement or share purchase agreement (SPA) formalizes everything: valuation, control, governance, warranties, and post-closing protection.

At dups, we make sure your agreements are clear, consistent, and aligned with your financial intent. Our integrated legal and financial team translates your deal structure into airtight documentation that protects value and accelerates closing.

Why these agreements define your outcome

Investment or share purchase agreements are where small drafting choices can lead to major business consequences.

Common pitfalls we prevent: misaligned valuation mechanics or earnout triggers, hidden dilution or unbalanced investor rights, poorly drafted warranties or indemnity caps, and delays in closing due to inconsistent documents.

We ensure every clause is financially grounded and legally enforceable, with no surprises and no lost leverage.

Our approach: from term sheet to signature

1. Alignment with term sheet or LOI

We start by reviewing your existing term sheet or LOI to ensure all commercial and financial terms flow through correctly. No mismatch between what was negotiated and what ends up signed.

2. Drafting or reviewing the agreement

Depending on your position (buyer, seller, or fundraiser), we draft, redline, or negotiate one of the following: investment agreement (IA) for equity financing, convertibles, or hybrid instruments, or share purchase agreement (SPA) for M&A transactions (buy-side or sell-side).

Each clause is reviewed jointly by our legal and financial teams, ensuring the purchase price and adjustments match the valuation model, warranties and indemnities reflect due diligence findings, governance clauses align with your ownership strategy, and closing conditions are realistic and enforceable.

3. Negotiation and coordination

We lead or support negotiations with counterparties and their advisors, aligning on structure, timing, and protections. We explain trade-offs so you can negotiate confidently without getting lost in legalese.

4. Closing and post-closing monitoring

We coordinate all closing deliverables: signatures, funds flow, share transfers, escrow, and post-closing conditions. Once signed, we ensure all governance and payment obligations are tracked properly.

Use cases by deal type

Fundraising (equity or convertible instruments)

Investment agreements and subscription agreements, shareholders' agreements (SHA), convertible notes or SAFE instruments, and option pool and governance structuring.

Buy-side acquisitions

Share purchase agreements (SPA), asset purchase agreements (APA), warranties, indemnities and escrow design, and closing mechanisms and completion accounts.

Sell-side and exit transactions

SPA negotiation and redlines, warranty limitation and indemnity caps, earnout and deferred consideration clauses, and disclosure letter and completion checklist.

What makes dups different

One integrated process: we combine financial modeling with legal drafting, so every clause reflects your deal's economics.

Experienced on both sides: we've represented buyers, sellers, and founders. We know what investors push for and how to push back effectively.

Pragmatic, fast, and protective: we remove friction, avoid unnecessary complexity, and focus on getting your deal closed safely.

Under one roof: no loss in translation between advisors. One team, one voice, one closing.

Deliverables you can expect

We produce transaction-ready agreement documentation:

• Drafting or review of investment agreements and SPAs
• Shareholders' agreement (SHA) alignment
• Warranties and indemnities framework
• Closing mechanics and escrow setup
• Financial validation of price adjustments and earnouts
• Negotiation memo and redline support

All documents are deal-specific, no templates, only precise drafting built from experience.