Drafting share purchase agreements faster, without cutting corners
Drafting share purchase agreements faster without cutting corners on quality is not a trade-off that has to be made. The bottleneck in SPA drafting is rarely the commercial judgment; it is the reconstruction of structure and standard provisions that a well-maintained precedent base should produce efficiently.
Where time is lost in SPA drafting
An SPA first draft involves a considerable amount of work that is not inherently complex: building the structure, inserting standard boilerplate for completion mechanics, populating the warranty schedule from a precedent, drafting the conditions with appropriate carve-outs for a deal of this type. None of this requires the senior lawyer's judgment on the specific deal facts. It requires accurate reconstruction of established positions, and it takes time proportional to how well-organised the firm's precedents are.
For a firm without a well-curated SPA precedent, the associate building the first draft may spend three to five hours on work that could be produced in a fraction of that time from a properly maintained base. The partner then reviews a draft that contains structural and formatting issues alongside the substantive points that actually require their attention, making the review less efficient than it could be.
The commercial decisions that still need judgment
Faster first drafting does not reduce the judgment requirement on the commercially significant points. Whether a locked-box or completion accounts mechanism is appropriate, how the warranty package should be calibrated for this seller and this target, what conditions are required given the deal structure: these are the decisions that require experience and cannot be templated. The speed gain comes from the surrounding structure being produced efficiently, leaving the lawyer's attention free for the decisions that matter.
How Scriptum approaches SPA drafting
Scriptum drafts from the firm's own SPA precedents, producing a first draft that reflects the house style and preferred positions the firm has already established across previous transactions. The lawyer reviews a draft that starts from the right place rather than correcting one that started from the wrong place. Completion mechanics are consistent with previous deals. The warranty schedule follows the firm's established structure. The defined terms are coherent from the outset.
To see what SPA first drafting looks like with Scriptum, book a demo and we can work through a live example with your own precedents.