Miscellaneous

Question 1

Stamp duty on shares in a UK company

Answer 1

• generally payable at the rate of 0.5% of the value of the consideration
• in UK, buyer generally pays
• exception - for any purchase of shares up to £1k, no stamp duty will be payable (provided a certificate of value is included in the STF).

Question 2

FT guarantee

Answer 2

Buyer should ensure the seller sells with FT guarantee and free from all encumbrances

Question 3

Receipt of purchase price

Answer 3

• SPA could specify that the purchase price needs to have been received by the seller in order for the buyer to satisfy its obligation to pay
• depending on deal specific risk

Question 4

Assignment / novation

Answer 4

• there can be tax implications of assignment / novation of an SPA —> need tax input
• from a seller’s perspective, seek contractual protection to ensure that it will not be required to pay more under a gross up clause applicable to the new buyer than it would have had to pay to the original buyer