Share purchase agreement (SPA): legal and financial precision in M&A

The SPA is where every M&A deal becomes real

The share purchase agreement (SPA) is the document that transfers ownership, sets price mechanics, defines warranties, and determines who holds the risk after closing.

At dups, we draft, negotiate, and execute SPAs that are financially sound, legally airtight, and aligned with your deal strategy. One integrated team (legal and financial) ensures that what you sign perfectly matches what you negotiated.

Why the SPA is the heart of your transaction

An SPA is more than a contract; it's the rulebook for your deal. It defines what you pay, what you get, and how protected you are if something goes wrong.

Typical mistakes in SPAs cost millions later: misaligned valuation adjustments or earnout formulas, incomplete disclosure schedules, overreaching warranties or indemnity caps, and missing completion or post-closing mechanics. We prevent those errors by integrating financial modeling, legal drafting, and deal execution into one workflow.

Our approach: from draft to closing

1. SPA drafting and structuring

We start from your transaction type and deal size to structure the SPA accordingly. Our legal and financial experts align on purchase price structure (cash, shares, earnout, seller note), adjustment mechanisms (working capital, net debt, cash), representations and warranties, indemnities, and limitation periods, closing conditions and deliverables, and post-closing covenants and governance.

The document reflects your valuation logic, not just legal conventions.

2. Negotiation and redlines

We handle the SPA negotiation directly, preparing redlines, trade-off memos, and talking points. We know where buyers push, where sellers can resist, and how to preserve trust while defending value.

Our approach: pragmatic and deal-oriented, protecting essentials, avoiding unnecessary friction.

3. Disclosure and annexes

The SPA's annexes are where deals can break down. We manage disclosure letters and schedules, completion accounts and closing balance sheets, escrow and earnout documentation, and board and shareholder resolutions.

Everything is checked line by line against diligence findings and agreed terms.

4. Signing and completion

We coordinate every step of the SPA execution: signature logistics (digital or physical), funds flow validation, certificate and condition precedent checklist, and post-closing filings and share transfers.

You close with confidence, clarity, and zero last-minute surprises.

SPAs across deal types

Buy-side transactions

SPA drafting and counterparty negotiation, price mechanism validation, warranty and indemnity risk management, and integration of due diligence findings.

Sell-side and company sale

SPA redlines and disclosure coordination, earnout and escrow structuring, seller protection clauses and caps, and post-closing covenant management.

Equity fundraising and secondary sales

Share sale or subscription agreements, minority protection and governance setup, and exit planning and rights transfers.

What makes dups different

Integrated advisory: our lawyers and financial advisors work together from first draft to signature; your valuation and legal clauses always match.

Experience on both sides: we've represented buyers, sellers, and investors; we know every angle of the SPA.

Speed with substance: we move fast, but every clause is tested against real-world implications.

No disconnects, no surprises: from drafting to closing, one team manages everything with no translation losses between law and finance.

Deliverables you can expect

We deliver complete SPA documentation tailored to your deal:

• SPA drafting or redline review
• Disclosure letter and annex management
• Purchase price mechanism modeling
• Escrow and earnout structuring
• Completion checklist and funds flow mapping
• Board and shareholder documentation

All tailored to your deal, no generic templates, only deal-ready documents.