Acquire shares in a company from an existing shareholder
We will help you buy into an existing company with proper due diligence and documentation that protects your investment.
Buying shares in a company from an existing shareholder means acquiring not just a commercial interest but a share of everything the company has ever done, including liabilities it may not have disclosed. Unlike subscribing for newly issued shares, a secondary share acquisition requires careful due diligence into the company’s financial position, legal standing, and any existing obligations between shareholders.
We act for share buyers to ensure that the investigation is thorough, the documentation is tight, and the investment is properly protected.
Due diligence that protects your investment.
Rights secured before you commit.
Documentation that records your position clearly.
Buying shares in a company is buying a share of its history, not just its future.
You are buying shares: but you are also buying everything that came before them.
- We will review the company's legal documents, contracts, and regulatory position.
- We will advise on the structure and terms of the share acquisition.
- We will prepare the share purchase agreement and negotiate protections for your position.
- We will advise on negotiating a shareholders agreement to protect your ongoing rights.
You are ready to invest in an existing company, and you want the documentation to protect you.
You have identified an opportunity to acquire a shareholding in an existing company. The seller is motivated, the price discussions have been constructive, and you are keen to proceed. But you know that buying shares in a company means taking on its history and its obligations, and you need to satisfy yourself about what you are actually acquiring before you commit.
You also want to make sure that your rights as an incoming shareholder are properly documented and protected from the day the transfer completes.
What's included in your share acquisition service
- Legal due diligence on the target company.
- Review of shareholders agreement and company constitution.
- Share purchase agreement preparation and negotiation.
- Advice on pre-emptive rights and transfer mechanics.
- Negotiation of shareholder protections and rights.
- Completion and share register update.
What goes wrong when share acquisitions are not properly documented?
Share acquisitions that proceed without proper due diligence and documentation regularly produce disputes that are both expensive and difficult to resolve.
A buyer who discovers an undisclosed liability after settlement, or whose purchase agreement warranties are too narrow to cover the loss, has limited recourse if the documentation was inadequate.
A buyer who did not verify whether pre-emptive rights applied may find that the transfer itself is invalid.
A buyer who did not negotiate a shareholders agreement may find themselves a minority shareholder with no practical ability to influence key decisions, no right to information, and no exit mechanism if the relationship with the majority deteriorates.
Each of these problems was avoidable at the time of acquisition, but is extremely difficult to remedy after the transaction has completed.
Here is how we protect your investment from the moment the transfer completes.
We start with a thorough review of the company’s legal documents, key contracts, and regulatory standing. We identify issues that affect value or create risk and reflect them in the terms of the acquisition.
We prepare a purchase agreement that gives you meaningful recourse if the company’s actual position differs from what was represented. We advise on negotiating a shareholders agreement that protects your position as an incoming shareholder: your information rights, your ability to participate in key decisions, your exit options, and your protection against dilution.
By the time the transfer completes, you know exactly what you have acquired, on what terms, and what your rights are going forward.
Due diligence done, rights secured, investment protected.
Investigate the company.
We conduct legal due diligence on the target company, review existing shareholder arrangements, and advise on any issues that should affect the price or the terms of the acquisition.
Negotiate and document.
We prepare the share purchase agreement with appropriate warranties and protections, and advise on negotiating a shareholders agreement that secures your rights as an incoming shareholder.
Complete and record.
We manage completion of the transaction, ensure the share transfer is properly executed, and confirm that the share register reflects your new ownership position.
Corporate lawyers experienced in share acquisitions across a wide range of industries and transaction structures.
We have acted for share buyers across a wide range of transaction types, from small closely-held businesses to larger multi-shareholder companies with complex governance arrangements. We know that the momentum of a well-priced deal can sometimes reduce the rigour of the investigation process, and we are here to ensure that the due diligence is thorough and the documentation reflects what you were promised.
When you ask us whether a provision in the purchase agreement is acceptable, our answer is based on what we have seen go wrong in similar transactions. We have no interest in creating obstacles to a deal that works for you, but we will tell you clearly if a term creates a risk you should not accept.
We understand you want to know the cost, before we get started.
We will map out our process, from beginning to end, so you know what the journey will look like before you get started.
We will provide you with a clear and detailed Work Proposal covering each step along the way.
Our fair fees are all-inclusive. No hidden costs for telephone calls, emails, photocopying, couriers, or coffee.
Our great lawyer guarantee
We want to be part of your team over the long term. We achieve this by adhering to these core principles:
Take the time
We listen carefully to understand what you want to achieve. Then we thoroughly explain our advice and step you through the documents. You can be sure you know the full consequences.
Share our knowledge
We will pass on as much knowledge as we can, so you can make your own informed decisions. We want to make you truly independent.
Stick to our knitting
We only do what we're good at. You can be confident that we know what we're doing and don't pass on the cost of our learning.
Work as one team
Someone will always be available to answer your questions, or point you in the right direction. You will also benefit from a range of perspectives and experience.
Fair pricing
For advice and documents, we provide a fixed or capped quote so you don't take price risk. If you're in a dispute, we map out the process and costs so you know what to expect.
It's your show
We're not in this for our egos. We're in it for a front row seat to witness your success.
