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SPA Clause by Clause

About this training

(1 customer review)

This video course takes you through each of the clauses of a Sale and Purchase Agreement in a typical M&A deal, discusses what the clauses do, and what some of the more complex wording means. It addresses the typical issues that are negotiated between the Buyer and the Seller, the points they typically make, and why they make them.

It is a comprehensive analysis with 86 ‘modules’ that deal with a specific clause and clusters of issues within the clauses.

The format of video presentations allows you to view it in your own time and at your own pace. You can pause or take a break and go back over content if you didn’t catch it the first time.

6 hours 30min 86 Chapters
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What You Will Learn?

Common Buyer and Seller positions and arguments, and things to watch out for, in all main areas of the SPA including:

  • Parties
  • Interpretation
  • Sale and Purchase
  • Purchase Price/Price Adjustments
  • Locked Box
  • Conditions
  • Pre-Completion obligations
  • Completion
  • Warranties
  • Indemnities
  • Buyer Warranties and undertakings
  • Remedies
  • Limitations
  • Guarantees
  • Break fees
  • Non-compete and non-solicit
  • Confidentiality
  • Boilerplate explained
  • Execution

Special sections on some specific English law concepts in SPAs, as well as on Warranty and Indemnity Insurance.


Layer 2

  • Comprehensive review and analysis

Layer 3

  • Based on over 25 years of personal experience in M&A in Central and South Eastern Europe

Layer 4

  • Relevant for your deals and your markets

Layer 5

  • Explaining issues from your point of view based on Hugh’s extensive co-operation working with lawyers all over the region on deals

Who should attend?

  • Junior to mid-level lawyers, whether in-house, in private practice or as part of other professional services firms who want to learn so much more about the SPA and how it works

Your references:


Hugh Owen. Lawyer and Trainer
Solicitor of England and Wales

C&SEE, Baltics, Ukraine

Hugh worked for more than 20 years at Allen & Overy, more than half of those as a partner.

Now, as a consultant through Go2Law, Hugh continues to advise on strategic, complex M&A in the wider Central European region.

He has wide and deep experience throughout Central Europe, from the Baltics to the Balkans.

He advises buy-side and sell-side, strategic and financial investors, on transactions in key sectors such as telecommunications, technology, media, financial services, energy and healthcare.

Hugh has been consistently ranked as one of the leading M&A lawyers in Central Europe by directories such as Chambers, Legal 500, IFLR.