The General Counsels Association (GCA) is proud to have developed the GCA Model Share Purchase Agreement (SPA), a comprehensive and meticulously crafted document designed to serve as a benchmark for M&A transactions.
This model SPA was developed in collaboration with leading legal experts from major international law firms and select outstanding boutiques, ensuring it reflects the highest standards of legal practice and addresses the complexities of modern M&A deals.
Goals
The GCA Model SPA is designed to:
- Guide General Counsels (GCs) through the complexities of M&A transactions, providing a clear and structured framework for negotiating and drafting agreements.
- Serve as a benchmark for legal teams, offering a reliable starting point for drafting SPAs that align with market standards and address key legal and commercial issues.
- Promote efficiency by reducing the time and effort required to draft and negotiate SPAs, while ensuring critical provisions are included and properly addressed.
- Enhance consistency across transactions, helping GCs and their teams maintain high standards of quality and compliance.
Structure
The GCA Model SPA includes:
- Comprehensive clauses covering all key aspects of M&A transactions, including representations and warranties, indemnities, conditions precedent, and post-closing obligations.
- Market-standard provisions that reflect the latest trends and practices in M&A, ensuring the document is up-to-date and relevant.
- Flexibility to adapt to different deal structures, industries, and jurisdictions, making it a versatile tool for GCs and their teams.
- Annotations and guidance to help GCs understand the purpose and implications of each clause, empowering them to make informed decisions during negotiations.
Supporting GCs in M&A
The GCA Model SPA is a strategic tool designed to provide a reliable benchmark and practical guidance, the GCA Model SPA helps GCs:
- Negotiate effectively with counterparties.
- Mitigate risks and protect their organizations’ interests.
- Ensure compliance with legal and regulatory requirements.
- Streamline the M&A process, saving time and resources.
Acknowledgments
The GCA extends its gratitude to the lawyers and firms who contributed their expertise to the development of the Model SPA. Their dedication and collaboration have resulted in a resource that will benefit GCs and their organizations for years to come.
Participating firms include:
- Cleary Gottlieb (Corporate)
- Chiomenti (Corporate)
- Dentons (Corporate)
- Fivers (Corporate)
- Gianni Origoni (Corporate)
- GPD (Corporate)
- Ashurst (Tax)
- Herbert Smith Freehills (IP)
- Watson Farley (Real Estate)
- Whiters (Tax)
- ZNR Notaries Public
- AON
- Marsh
- ICEN Risks
Access the GCA Model SPA
The GCA Model SPA is available exclusively to GCA members through the GC Private Spot. Members can access the document, along with detailed annotations and supporting materials, to guide them through their M&A transactions.