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When acquiring or selling a company, a Share Purchase Agreement (SPA) can be an effective way to allocate risk between the parties during the deal and after it is closed.

Warranties are a crucial part of an SPA. They provide reassurance about the true state of the business for buyers and define ongoing liabilities for sellers.

Having clearly drafted warranties is essential to protecting your position in any share transaction.

Our Company Law Associate Solicitor, Jonathan Hol, explains how warranties work in SPA agreements and what they should include.

What are warranties in a Share Purchase Agreement (SPA)?

Warranties are contractual statements usually given by the seller about the condition of the company at the point of sale.

If a warranty later proves to be untrue and the buyer suffers loss as a result, the buyer may bring a claim for breach of warranty.

Warranties often cover a range of matters, including:

• Title and ownership – confirmation that the seller owns the shares and has the legal right to sell them.
• Capacity and authority – assurance that the seller can lawfully enter into the transaction.
• Accounts and financial information – confirmation that the company’s accounts are accurate and reflect its financial position.
• Legal compliance – confirmation that the business complies with relevant legislation and regulatory requirements.
• Contracts and obligations – disclosure of material contracts and confirmation that there are no undisclosed liabilities.

There are two categories of warranties, which are fundamental and general warranties.

Fundamental warranties, such as title to shares and authority to sell, are core protections and are often subject to fewer limitations.

The general warranties focus on aspects including the company’s trading, assets, employees, property, intellectual property and financial standing.

Why are warranties so important in SPAs?

Warranties can provide reassurance for a buyer that the business, they are acquiring, is as described during negotiations and due diligence.

They also provide a remedy if something material has been misrepresented.

For example, if the seller warrants that there is no litigation, but the company is facing a significant undisclosed claim, the buyer may be able to recover losses arising from that issue.

Warranties can also define the extent of the seller’s ongoing liability.

Most SPAs can include limitations on warranty claims, including:

• A financial cap, often linked to the purchase price
• A de minimis threshold for small individual claims
• A basket threshold before aggregate claims can be pursued
• Time limits for bringing claims, often one to three years
• The buyer is first to have recourse from insurance (if loss is covered) or seek to recover the loss from a third party before approaching the seller

Why is clear drafting of warranties needed?

Warranties are heavily negotiated and must be carefully drafted, as ambiguous or overly broad wording can lead to disputes and unintended liability.

Clearly drafting warranties can ensure that:

• Risk is fairly allocated between the parties
• Liability caps and time limits are enforceable
• The agreement reflects the findings of due diligence
• Dispute resolution is clearly set out

How can legal support protect your SPA?

Our professional team can help negotiate and draft warranties in your SPA and advise you on the appropriate caps, thresholds and time limits.

Having the right legal support when drafting an agreement can help protect your interests during the deal and after it is completed.

If you need further advice on share acquisition agreements, contact our Company Law team.

With the rainy British weather still amongst us, the thought may cross your mind of packing your bags and relocating somewhere sunny.

The warmer climate, rich culture and geographic proximity make Spain an attractive destination for retirees, remote workers and families.

While the idea of moving abroad is exciting, the legal realities can be overwhelming if you are unfamiliar with Spanish systems and regulations.

To help you manage these challenges, Palmers Solicitors works in collaboration with Grupo Salvador to provide joined-up legal and tax advice that makes your move to Spain as stress-free as possible.

Our Supervising Director, BJ Chong, investigates the main considerations before relocating and how Grupo Salvador can support you.

Residency rights and visas

Buying property in Spain does not automatically grant you residency rights.

You will need a valid visa if you intend to live in Spain for more than 90 days in any 180-day period.

There are several visa options available, including the Non-Lucrative Visa for retirees and those with passive income and the Digital Nomad Visa for remote workers.

If is important to understand the legal requirements for your visa, as applications can be refused if your documentation is incorrect or the eligibility criteria are not met.

Buying property in Spain

For obvious reasons, it is important that you obtain legal advice to make sure your property is correctly registered and planning permissions and contracts are valid.

Legal checks should always be completed before you commit to a purchase, as problems discovered later can be costly and difficult to resolve.

Estate planning and inheritance

Spanish succession law includes forced heirship rules that differ from UK inheritance law.

Without careful planning, your estate may not be distributed as you hoped and a Spanish Will may be needed alongside a UK Will to cover your assets overseas.

Inheritance Tax (IHT) in Spain varies by region and the relationship between the deceased and the beneficiary.

While some regions, such as Andalucía, offer generous allowances, cross-border estates require careful consideration to avoid unnecessary IHT liabilities.

Tax residency and worldwide income

Before moving to Spain, you must understand Spanish tax residency.

You are generally considered a tax resident in Spain if you spend more than 183 days in a calendar year there or if your main economic interests are based in Spain.

Once you are a tax resident, you must declare your worldwide income, which includes your pensions, rental income and investments.

Failing to plan properly can result in unexpected tax bills.

Timing is particularly important if you are selling property in the UK or elsewhere, as selling after becoming a Spanish tax resident may put you at risk of Spanish Capital Gains Tax.

Bureaucracy matters

Relocating to Spain also involves obtaining a NIE number, registering for residency, arranging healthcare, opening a Spanish bank account and understanding local taxes and regulations.

How can our collaborative services support your move to Spain?

Through our collaboration with Grupo Salvador, clients can benefit from UK and Spanish support.

You can be reassured that we can handle all of your home based issues from selling your home/business here whilst Grupo Salvador provides expert, English-speaking assistance with:

• Spanish conveyancing and estate agency
• Non-resident and resident tax
• Spanish inheritance and succession tax
• Honorary consulate services

Our expert advice on estate planning and Wills can support you so you can achieve a successful move.

Working with experienced professionals in the UK and Spain can help you avoid common pitfalls and enjoy peace of mind as you start your new chapter abroad.

If you are considering moving or buying property in Spain, contact BJ Chong or Ricky Valks for more information to start the process

As the seasons change and the spring sales begin, many of us turn to online shopping for convenience and sometimes lower prices.

With just a few clicks, products can be delivered to your door the very next day.

However, it is not always guaranteed that your purchase will be as you expected.

Whether an item arrives faulty or does not match its description, it is crucial you understand your consumer rights.

One of our Litigation Solicitors, Jennifer Hitchen, explains how you can protect your rights.

What are the legalities of consumer rights?

Under the Consumer Rights Act 2015, goods must be of satisfactory quality, fit for purpose and as described.

If a product fails to meet these standards, you are entitled to a repair, replacement or refund.

Faulty goods often have a short-term right to reject them within 30 days for a full refund.

When shopping online, there are additional protections that apply under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.

These regulations give you a 14-day cooling-off period from the day you receive your goods.

During this time, you can cancel for any reason and this includes if you change your mind.

Retailers must also provide clear information before you buy, including pricing, delivery costs, contract details and cancellation rights.

Do your rights differ when buying online or in-store?

When you shop in person, you usually do not have an automatic right to return goods because you have changed your mind, unless the goods are faulty.

Online purchases are different because you cannot physically inspect the product before buying it.

You have a legal right to change your mind for any reason and get a full refund for most goods bought online.

Additionally, the seller of the goods is responsible for them until they are delivered.

So, if the goods are lost or damaged in transit, this is usually the seller’s responsibility.

It is a good idea to check the terms applicable for the various delivery options so that you are clear on the specific arrangements for online purchases.

What are your rights on returning online purchases?

You usually have 14 days from delivery of the goods to notify the seller of your desire to return the unwanted items.

We recommend that you do this in writing or over email, so you have a paper trail.

You will then have another 14 days to return the goods but always check the returns policy because some traders offer extended return periods.

Certain items such as personalised goods, perishable items or sealed products may not qualify for return pursuant to the 2013 regulations.

It is important to note that if you return an item because you have changed your mind, you will usually have to bear the return postage costs.

If the item is faulty, damaged or not as described, you should not be expected to cover the cost of return postage.

How can you protect your consumer rights?

There are ways to protect your consumer rights, including:

• Buying from reputable sellers and checking reviews
• Reading the returns policy carefully before purchasing
• Keeping records of order confirmations, receipts and correspondence
• Acting quickly if there is a problem and notifying the retailer in writing
• Using secure payment methods, such as credit cards, which may provide additional protection under Section 75 of the Consumer Credit Act

If a retailer refuses to cooperate, you can escalate your complaint.

Many disputes are resolved through Alternative Dispute Resolution (ADR), such as mediation and negotiation.

You may also be able to pursue a claim through the small claims court if necessary.

How do you raise a claim?

If your online shopping goods are faulty and provided you are within the 30 day refund period, you can ask for a refund.

If more than 30 days has passed since the purchase, then you should give the retailer an opportunity to repair or replace the faulty item.

If they fail to do so within a reasonable time, you may be entitled to a refund or price reduction.

You should put your complaint in writing and clearly reference your rights under the Consumer Rights Act 2015.

It is important to keep copies of all communication and evidence, including photos of faulty items.

How can we help protect your consumer rights?

While many disputes can be resolved directly with the retailer, some matters require legal support.

Our professional team can assess whether your statutory rights have been breached, advise on options available to you and draft formal letters of claim

If you are facing difficulties with a retailer, we can advise on ADR or mediation options and help protect your interests.

If you are facing a dispute over your consumer rights, contact our Commercial Litigation team.

We are delighted to welcome Pooja Kaur to our firm as the first member of our Immigration team.

With nearly 20 years of experience in Immigration Law, Pooja brings extensive experience in supporting businesses and individuals through complex immigration processes.

Pooja advises on a range of immigration matters, including skilled worker visas, sponsor licence agreements, family and partner visas, investor visas, settlement and further leave to remain applications.

She also has experience handling appeals, judicial reviews and matters relating to deportation, visa overstays and immigration compliance.

In addition, Pooja regularly works with businesses seeking to recruit overseas talent, advising on sponsorship licences, employer compliance and the rights of dependants.

With a strong understanding of the needs of entrepreneurs and business leaders, she provides tailored guidance to help clients understand and manage the UK’s immigration system.

Pooja has ambitions to grow our Immigration Law team and we are excited to have her client-focused approach, expertise and knowledge on board.

If you would like to learn more about how Pooja can support you, get in touch today.