# Commercial SPA & Asset/Share Transaction DD

> Component slug: `contract-dd-spa-commercial`. Researched: `2026-05-18T10:00:00Z`. Sources cited: `18`. Token usage: `~38000`.

## 1. Summary (≤3 sentences)

Commercial M&A sale and purchase agreements (SPAs) differ fundamentally from residential conveyancing in their risk-allocation architecture: they deploy a layered system of representations and warranties, specific indemnities, disclosure letters, price-adjustment mechanisms, and W&I insurance to protect both buyer and seller across the period between signing and completion. The asset-deal vs share-deal choice is the foundational structural decision, with starkly different CGT, stamp duty, and liability-inheritance consequences in both Australia and Hong Kong. The parties then negotiate warranty scope and limitation caps (typically 10–30% of purchase price for business warranties), choose between completion-accounts and locked-box price mechanics, and increasingly backstop residual risk with W&I insurance (premiums 1.2–2% of insured risk in the AU market). [ref: #158][ref: #159][ref: #160]