Corporate and M&A · Corporate associate, deal partner
Review the warranties and limitations in a share purchase agreement
A seller's draft share purchase agreement for Halcyon Bidco is read as two documents that have to agree with each other: the warranty schedule and the limitations clause. The memo pairs each warranty with the cap, basket and time limit that actually applies to it.
The problem
Step 01 of 06
Open the deal matter
Client, reference, responsible partner, practice area Corporate and M&A, jurisdiction England and Wales. The conflict check runs on save and clears the target and both sellers.
Project Halcyon: SPA warranties and disclosure
Buy-side warranty review, disclosure analysis and cited due-diligence grid.
- Client
- Halcyon Bidco Ltd
- Reference
- WC-2026-0412
- Practice area
- Corporate / M&A
- Jurisdiction
- England and Wales
- Responsible partner
- E. Vance
No conflict check on file.Chat, on this matter
Compare warranties with the disclosure letter.
Three high-priority exceptions require action: the unregistered charge, the change-of-control right and the tribunal claim.
Send a message… (@ to mention tools)BalancedPrepare for- 25 Aug
Disclosure exceptions matrix
Chat
- 21 Aug
Disclosure exceptions matrix
Run · completed · 560 credits
- 18 Aug
Project Halcyon: Disclosure Letter
Document · indexed
- 16 Aug
Project Halcyon: Share Purchase Agreement
Document · indexed
- 4 Aug
Matter opened
Opened
Step 02 of 06
Add the agreement and the term sheet
The draft agreement, the signed term sheet and the seller's tax structure note convert to clean text so the agent quotes wording instead of paraphrasing it.
Project Halcyon: SPA warranties and disclosure
Buy-side warranty review, disclosure analysis and cited due-diligence grid.
- Client
- Halcyon Bidco Ltd
- Reference
- WC-2026-0412
- Practice area
- Corporate / M&A
- Jurisdiction
- England and Wales
- Responsible partner
- E. Vance
No conflict check on file.Chat, on this matter
Compare warranties with the disclosure letter.
Three high-priority exceptions require action: the unregistered charge, the change-of-control right and the tribunal claim.
Send a message… (@ to mention tools)BalancedPrepare for- 25 Aug
Disclosure exceptions matrix
Chat
- 21 Aug
Disclosure exceptions matrix
Run · completed · 560 credits
- 18 Aug
Project Halcyon: Disclosure Letter
Document · indexed
- 16 Aug
Project Halcyon: Share Purchase Agreement
Document · indexed
- 4 Aug
Matter opened
Opened
Step 03 of 06
Dispatch the Contract Agent buyer-side
Prepare for: Work-Stream Memo, Deliver as: Word. The instruction names the buyer as the client, asks for each warranty to be matched to its cap, basket and notification period, and asks which departures from the term sheet were never agreed.
Agent
Jurisdiction
Prepare for
Deliver as
Instruction
What should the agent look for?Documents
Drop a contract, or pick one from the matter
Also on the matter
- Offer_letter_v3.pdf2 pages
- Staff_handbook_2025.docx61 pages
- Board_minute_14_Aug.pdf3 pages
Platform model · zero data retention · audit register onStep 04 of 06
Read the paired analysis
Warranties are grouped by risk, and each carries the limitation that bites on it. Three departures from the term sheet appear at the top, including a cap that dropped from thirty per cent of consideration to fifteen.
6 items need your confirmation14 authorities · Where we lookedSenior Associate Employment Contract: English Law Review
Summary
- 1.
Clause 9(c), non-competeHigh
The 12-month prohibition on working for any law firm anywhere in the UK, Ireland or EU, in any capacity, is almost certainly wider than reasonably necessary and therefore unlikely to be enforceable.
Tillman v Egon Zehnder Ltd [2019] UKSC 32 - 2.
Clause 11, data and monitoringHigh
Blanket contractual consent is not an adequate basis for general employment processing, special-category data or unrestricted monitoring.
UK GDPR, Arts 6 and 9 - 3.
Clause 4, holiday carry-overHigh
The unconditional five-day cap conflicts with mandatory carry-over rights where sickness, statutory leave or employer failure prevents leave being taken.
Working Time Regulations 1998, regs 13 to 13A
- 1.
Step 05 of 06
Check the exclusion authorities
The verdicts sit against each authority, with Where we looked showing the sources the checks ran against, and Verify all re-runs the lot before the memo leaves the room.
# Reference Source Verdict 1 Tillman v Egon Zehnder Ltd
[2019] UKSC 32— not yet checked 2 Working Time Regulations 1998
SI 1998/1833, regs 4 to 5, 10 to 14— not yet checked 3 Coppage v Safety Net Security Ltd
[2013] EWCA Civ 1176— not yet checked 4 UK GDPR, Articles 6 and 9
Retained Regulation (EU) 2016/679— not yet checked 5 Employment Rights Act 1996, s 1
c 18— not yet checked 6 Harlow v Artemis International
[2008] EWHC 1126 (QB)— not yet checked Step 06 of 06
Sign off
The partner works the action items, answers the open question on whether the buyer will accept a tax indemnity in place of the tax warranties, and re-runs the memo with that answer folded in.
Replace the UK/Ireland/EU non-compete with a 3 to 6 month restriction tied to competing corporate-law work.
Replace blanket data consent with a lawful-basis clause and a separate monitoring notice.
Remove the five-day carry-over cap and reference the statutory carry-over rules.
Narrow the client non-solicit to clients dealt with in the final 12 months.
Add an explicit working-time opt-out withdrawal mechanism.
Confirm the bonus clause states the discretion is exercised in good faith.
What comes back
A document, not a transcript.
- Each warranty paired with the cap, basket and notification period that governs it, with the quoted wording behind both halves.
- Departures from the signed term sheet listed first, including the reduced cap and the shortened general warranty period.
- Redline wording for each disputed limitation, plus a fallback the associate can offer without going back to the partner.
- Open questions the deal team alone can answer, such as whether a tax indemnity replaces the tax warranties.
Authorities it checks
- Misrepresentation Act 1967, s 3
- Unfair Contract Terms Act 1977, s 3
- Wood v Capita Insurance Services Ltd [2017] UKSC 24
What it does not do
- It does not talk to the seller's solicitors. Everything it produces is a draft for a named fee-earner to send.
- It does not price the commercial trade between a lower cap and a longer claims period; it sets out both and asks.
- It reads what is on the matter. A side letter that never reached the file is recorded as missing rather than assumed away.