M&A Foundations · glossary
A document executed with extra formality under English law — an individual's signature witnessed, or particular signing arrangements for companies. A deed is binding without anything being given in return and carries a twelve-year limitation period instead of six; some transaction documents (such as powers of attorney) must be deeds. Chapter 10
Explained in Chapter 10, Anatomy of an SPA, of M&A Foundations.
Also explained in Commercial Leases, Buying Commercial Property and Drafting Skills.
The SPA is signed as a simple contract, because consideration flows both ways — shares for money. That gives a six-year limitation period for claims. A deed needs no consideration and gives a twelve-year period. So deal lawyers use deeds where statute requires one or nothing flows back, as with a free-standing guarantee or a release. Notably, a power of attorney is valid only if executed as a deed. That is why the power of attorney the seller delivers at completion (Schedule…Read Chapter 10, Anatomy of an SPA →
Every chapter of M&A Foundations is free to read, including the full training share purchase agreement.
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