M&A Foundations · glossary
Describes a document whose final wording the parties have settled by signing, even though the document itself is signed later (board minutes, resignation letters, the announcement). Each agreed-form document is usually initialled or otherwise identified, so there is no argument afterwards about which version was agreed. SPA definition
Definitions and interpretation (clause 1). This is the SPA’s control panel. A definition looks like housekeeping; it is actually where risk gets allocated one capitalised word at a time. Take “Disclosed”: matters that are Disclosed defeat a warranty claim (clause 8.3), so the definition decides how good a disclosure has to be to protect the seller. Sunrise requires matters to be “fairly disclosed… with sufficient detail to enable a reasonable buyer to identify the nature and…Read Chapter 10, Anatomy of an SPA →
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Where this term lives
Every chapter of M&A Foundations is free to read, including the full training share purchase agreement. It is part of one complete fictional deal, with every document attached and a test after every chapter. Open M&A Foundations → · All terms A–Z →