Share acquisition process (flow diagram)

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Share acquisition
Prepare for
acquisition
Any consents required?
Funding arrangements
Acquisition vehicle
Team (professional and internal)
Confidentiality Agreements
Sellers staying or leaving after sale?
Heads of
Agreement
Due
diligence
Share Purchase
Agreement
Basic levels of warranty claim protection
How is consideration calculated?
Timing and structure?
Are shares issued as consideration?
Purchase price adjustments
Retention
Extent of warranties
Warranties
Limits of time and amount
Indemnities
Who gives the warranties?
Restrictive Covenants
Earn Out
Disclosure Letter
‘Fair’ disclosure
New service agreements?
Ancillaries / Closing
Completion
accounts
Post completion filings
Funding agreements
Integration
Earn Out / Warranty Indemnity Period
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