Transaction Agreements

Q: What is the difference between an SSA, SPA, and SHA?

A share subscription agreement governs subscribing to newly issued shares; a share purchase agreement governs purchasing existing shares from a seller; and a shareholders' agreement sets out governance, rights, and protections among shareholders. A deal often involves more than one.

Q: What is your role if lawyers draft the documents?

We focus on the financial and commercial substance, ensuring agreed economics, valuation, terms, and protections are correctly reflected, and work alongside legal counsel who handle the legal drafting, so documents are commercially accurate and legally sound.

Q: Can you review agreements someone else has drafted?

Yes. We review transaction agreements from a financial and commercial standpoint to check terms, economics, and protections match what was agreed and serve your interests, flagging concerns for you and your legal counsel before signing.

Well-Structured Agreements That Capture Your Deal Terms Clearly and Protect You

The agreements that document an investment or M&A transaction — share subscription agreements, share purchase agreements, shareholders' agreements, and related documents — are where the deal becomes binding. They define price, rights, obligations, protections, and what happens in different scenarios. Ambiguity or gaps in these agreements can lead to costly disputes later, while clear, well-structured terms protect your interests and reduce risk for years to come.

Our transaction agreements service supports the financial and commercial content of your deal documents — ensuring the agreed economics, terms, and protections are captured accurately — and we work alongside legal counsel on the legal drafting. This service complements our investment transaction advisory, merger & acquisition advisory, and transaction advisory for exit.

Our Transaction Agreements Services

Share Subscription Agreements

Support with agreements governing the subscription of new shares by investors.

Share Purchase Agreements

Support with agreements for the purchase and sale of existing shares.

Shareholders' Agreements

Terms covering governance, rights, and protections among shareholders.

Term Sheets

Support in shaping term sheets that set out the key commercial terms.

Commercial Terms Review

Reviewing agreements to ensure the financial and commercial terms are right.

Legal Coordination

Working alongside legal counsel on drafting and finalising the documents.

Benefits of Well-Structured Transaction Agreements

Agreed economics and terms captured accurately in the documents
Clear definition of rights, obligations, and protections
Reduced risk of ambiguity and costly future disputes
Commercial terms aligned with the deal you negotiated
Coordinated financial and legal input on the documents
Greater confidence and protection as you sign

Frequently Asked Questions

What are transaction agreements?

Transaction agreements are the documents that formalise an investment or M&A deal — such as share subscription agreements, share purchase agreements, and shareholders' agreements. They set out the price, rights, obligations, protections, and scenarios that govern the transaction and the ongoing relationship between the parties.

What is the difference between an SSA, SPA, and SHA?

A share subscription agreement (SSA) governs an investor subscribing to newly issued shares; a share purchase agreement (SPA) governs the purchase of existing shares from a seller; and a shareholders' agreement (SHA) sets out governance, rights, and protections among shareholders. A deal often involves more than one of these documents together.

What is your role if lawyers draft the documents?

We focus on the financial and commercial substance — making sure the agreed economics, valuation, terms, and protections are correctly reflected — and we work alongside legal counsel who handle the legal drafting. This combined approach ensures the documents are both commercially accurate and legally sound.

Why is getting these agreements right so important?

These agreements are binding and long-lasting. Ambiguity, gaps, or terms that do not reflect what was actually agreed can lead to disputes, unexpected obligations, or loss of protections down the line. Getting the commercial terms right, and clearly documented, protects your interests well into the future.

Can you review agreements someone else has drafted?

Yes. We can review transaction agreements from a financial and commercial standpoint to check that the terms, economics, and protections match what was agreed and serve your interests, flagging concerns for you and your legal counsel to address before signing.

Get Your Deal Terms Right on Paper

Support with transaction agreements that capture your terms clearly and protect your interests.