How To Protect Your Business Interests in a Share Sale: Key Clauses To Include in Your SPA

When an owner sells a business, the deal often represents years of work and investment, so it’s natural to want to secure the best return and protect against future problems. What matters next is how the contract guards against risks that might surface later, whether from hidden debts, tax claims or disputes over the numbers.

The share purchase agreement is where those protections are set. It records the deal, balances the interests of buyer and seller, and, if drafted well, can decide how much of the price the seller actually keeps once the sale is complete. The sections below highlight the clauses that make the greatest difference in practice.

Price mechanisms and payment terms
For a seller, price certainty is often the biggest concern. Buyers may push for adjustments to reflect the state of the business at completion, while sellers want clarity on what they’ll walk away with. The two main approaches are completion accounts and the locked-box method. Completion accounts compare the balance sheet on the closing date with an agreed benchmark, with any difference added or deducted from the price. A locked-box fixes the price by reference to a set of historical accounts, giving the seller more certainty but requiring strong protections against value being taken out of the company before completion. In the UAE, where SPAs are often modelled on English law practice, both methods are widely used in cross-border and domestic deals.

Earn-outs and deferred payments also feature in many transactions. They tie part of the price to future performance, which can bridge a valuation gap but leaves sellers exposed once control passes to the buyer. Clear drafting on how profits are measured and reported is key to avoiding disputes or later reductions in payment.

Warranties and disclosure
Once you’ve agreed the price, your next concern is the risk of later claims. Buyers will expect warranties, which are contractual statements about the state of the business covering accounts, assets, contracts, staff and compliance. They give the buyer a way to claim if something later proves wrong. You should push to limit these to areas you can support with records, rather than broad promises that may expose you to unnecessary risk.

Your safeguard is disclosure. A well-prepared disclosure letter sets out exceptions to the warranties, supported with documents in a data room or annexes, so the buyer can’t later argue they were misled. Keep a clear record of what you disclosed and when, since disputes often hinge on whether the buyer had notice. In cross-border deals, disclosure standards differ. Under English-law SPAs, for example, disclosures usually need to be specific to each warranty, while some civil law systems accept broader carve-outs. Preparing early and presenting information clearly helps protect the price you’ve agreed.

Indemnities for specific risks
risks that are already known. These might include a tax enquiry, a threatened claim from a customer, or a licence still under review. If the issue later leads to a cost, the indemnity requires the seller to pay it.

For sellers, the key is to keep indemnities tightly defined. They should be limited to identified risks, linked to clear disclosures, and capped where possible. Broad indemnities can erode the value you’ve agreed, so it’s worth negotiating alternatives such as holding back part of the price, using insurance, or setting aside a reserve. These tools can protect the buyer without leaving you exposed to open-ended claims.

Restrictive covenants
Restrictive covenants are another tool buyers use to protect the value they’ve just paid for. The two most common are non-compete and non-solicit clauses. A non-compete prevents you from setting up or joining a rival business for a set time after completion, while a non-solicit stops you from approaching former clients, suppliers or staff.

From a seller’s side, the concern is scope. A clause that runs too long, covers too wide a geography, or restricts ordinary commercial activity can be hard to live with and may even be unenforceable. It’s worth testing whether the covenant is truly needed to protect the goodwill being sold, and making sure the limits match that purpose. Buyers will push for strong restraints, but careful drafting can keep them proportionate while still allowing you freedom to move on once the deal is done.

Earn-outs and deferred consideration
Sometimes buyers and sellers don’t see eye to eye on value, so part of the price is left to be settled later based on performance. That could mean extra payments if revenue, profit or other agreed figures reach certain levels in the years after completion.

The problem for you as a seller is that you’re no longer running the business once the deal is closed. Choices on accounting, investment or day-to-day priorities can all shape the numbers and, in turn, how much you receive. It’s worth insisting on tight wording around how targets are measured, proper access to financial records, and, if possible, some influence over decisions that directly affect the earn-out.

Conditions precedent
Conditions precedent are the hurdles that need clearing before a sale can close. They often include regulatory approvals, third-party consents or financing, and each should be set out clearly so both sides know what’s expected.

You don’t want completion hanging on approvals that drag on or on promises the buyer can’t realistically deliver. The best approach is to tie each condition to a firm deadline and make sure the responsibility for meeting it is agreed at the start. That way you keep momentum and reduce the risk of the deal stalling.

Dispute resolution clauses
Disputes are obviously not something you want after selling your business, but they do happen, and the way your SPA is written decides where and how they’ll be dealt with. Often it comes down to choosing between arbitration and the courts. Arbitration gives you privacy, flexibility and international enforceability, while court proceedings can be quicker or cheaper if the deal is domestic.

The important thing is to be clear. If the clause is vague, you can end up with claims in more than one place before the real issue is even heard. Many cross-border SPAs point disputes to arbitration under DIAC or ICC rules, while smaller domestic transactions may stick with the local courts. Agreeing on the forum, rules and even the seat of arbitration at the drafting stage helps you sidestep drawn-out fights and gives you a far better chance of keeping the value you’ve worked hard to secure.