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DRAFTING AND NEGOTIATING SHARE PURCHASE …

1 DRAFTING AND NEGOTIATING SHARE PURCHASE AGREEMENTS BY CHIEF ANTHONY IDIGBE, SAN Managing Partner, PUNUKA Attorneys & Solicitors Presented At: NIGERIAN INSTITUTE OF ADVANCED LEGAL STUDIES 5-DAY COURSE FOR GOVERNMENT OFFICIALS 17TH OCTOBER 2011 2 INTRODUCTION A SHARE PURCHASE Agreement is one fundamental document used in business transfers. It is a useful tool in privatization of public enterprises, mergers and acquisitions, joint ventures and other forms of business and company arrangements. The basic commercial and legal issues in DRAFTING and NEGOTIATING commercial contracts apply to SHARE PURCHASE agreements. However, certain terms and provisions are peculiar to the SHARE PURCHASE agreement. There are two types of SHARE PURCHASE : partial PURCHASE and whole PURCHASE . The former involves transfer of only part of the owner s shares such as in privatization1, partnership, and some joint ventures while the latter involves whole transfer of owner s shares as in business transfers, mergers & acquisitions, etc.

The basic commercial and legal issues in drafting and negotiating commercial contracts apply to share purchase agreements. However, certain terms and provisions

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