Note that an ex-lawyer who worked for both a Magic Circle and an elite US firm provides a detailed insight into the role of lawyers (and trainees specifically) in the context of private equity transactions in our private equity course. Many of these insights apply equally to corporate transactions more generally, so check the course out if you're looking for a deep dive into what corporate lawyers do.

Sale and purchase agreements: sale and purchase agreements (or “asset agreements”) are legal contracts that describe the outcome of key commercial and pricing negotiations and when signed, obligate a buyer to buy and a seller to sell. An SPA can be used to purchase either the assets of a company as part of an asset/business sale, or the shares of a company. In the latter case, you might hear the document being referred to as a “share purchase agreement”. 

Shareholders' agreements: an SHA (or “shareholders’ agreement”) is used to regulate the relationship between a company’s shareholders. This includes allocating specific rights, obligations and protections to shareholders and setting out various mechanics relating to share ownership, decision-making and the management of the company. Shareholders’ agreements should ideally be put in place when companies with multiple shareholders are first formed (as this is when shares are first issued), and certainly prior to a company securing any third party investment.

Loan agreements: the main document in transactions involving one party borrowing from another is a loan agreement, which may also be referred to as a “facility agreement” or “credit agreement”. The purpose of this is to record the terms that will govern the lending/borrowing, including the value of the loan, the interest rate payable by the borrower, the tenor (i.e. duration) of the loan, any relevant conditions precedent, any pre-agreed events of default, and an array of contractual protections such as warranties, representations and covenants. 

Board minutes: companies must note down and keep a record of who was present and in attendance at meetings and what was discussed and decided. These notes are referred to as “minutes”, and “board minutes” means notes made in connection with board meetings.

Written resolutions: the written resolution procedure enables shareholders to approve courses of action that have been proposed by a company’s board, without having to attend a meeting and vote in person. Under this procedure, a company can draft and circulate to those shareholders a document referred to as a “written resolution”, which will set out any proposed courses of action that the board wishes to take. The shareholders can then give their consent by indicating their approval, signing the document, then sending the document back to the company.