Module 3 · Chapter 6

Corporate and Title

On a share deal the buyer pays for shares, so it must know the seller owns them. This chapter shows how the review checks that, and what it does with the gaps.

≈ 11 min read 8-question test

In this chapter

  • How to prove that the seller owns the shares it is selling
  • What registers and searches show, and what only a warranty can cover
  • How a title finding becomes a completion deliverable in the SPA

6.1Title in one paragraph

On a share deal, the only thing that changes hands is the shares. The Helia platform and the customer contracts stay inside Solaris, and Atlas gets them by owning Solaris. So the whole €42 million rests on one fact: Meridian owns the shares it is selling. A seller cannot pass better title, meaning legal ownership, than it has, however carefully the contract is drafted.

Key point

You buy the register, not the story. Check the registers, the history and the searches. Then make the seller warrant what no register can prove: that nobody else has a claim on the shares.

Also in this chapter

  1. Three checks, in order
  2. The register of members decides who owns the shares
  3. Checking the chain of title
  4. What searches find, and what they miss
  5. The articles can block a transfer
  6. One share outside the chain
  7. Small findings and clean results
  8. Where title findings land in the SPA
  9. Your job

Preview

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