These disclosures are made in a « disclosure letter » that will be negotiated and delivered once completed, which will help sweep away any issues that are not known to the buyer and that could influence the purchase price or purchase decision. A share purchase agreement is likely to be lengthy and will consist of a main document and different schedules or appendices containing particular information and details of the transaction. While a SPA can be in any format, the following clauses are the most important clauses and those that should ideally be designed by an experienced lawyer. As a rule, the contract defines a minimum of liability that can be the subject of a debate about the seller`s liability, so that the parties exclude the possibility of minor problems. For each transaction, depending on the size, the amount is the amount in which the parties feel comfortable structuring the agreement. This is an example of a purchase and purchase agreement on the company`s shares, with a price adjustment mechanism after a period of verifications and some guarantees on the company`s situation. While it is possible for you to modify a SPA model, the advantage of having in-company lawyers develop and negotiate the share purchase agreement is that they can help ensure that it reflects a fair and commercial distribution of the risk of the transaction between the buyer and the seller. By hiring a lawyer, you can also protect yourself from painful discoveries and commitments after the sale. The buyer then informed us that he needed a guarantee from the parent company for possible warranty claims. My client had offered no guarantee to the parent company, considering that the offer would be refused in view of the public information on the financial situation of the parent company. Fortunately for all participants, the buyer never had to test the value of the warranty. The terms of the sales contract include, inter alia, non-competition rules. These clauses are intended to prevent the seller from setting up a parallel business and removing you from customers.
It serves to protect the goodwill of the company. When it is not a sale of assets, but a sale of shares and shares, there is a section that defines exactly what is being sold (for example. B all shares or only a certain number of shares). If several companies and company shares are involved, the details of what lies in the scope of the operation will be clarified. One of the complex themes of every share purchase agreement is the adjustment of the purchase price. This is usually done so that the buyer is confident that he will receive fixed working capital or a fixed value of the company`s assets in its financial statements, and that the seller knows how much money he can withdraw from the dividend transaction before closing. The nature of the necessary adjustment depends on the period between the signing and completion of the operation and on the nature of the operation. Given that many companies have seasonal cash flows and significant changes within a month, it is likely that an adjustment will be required. The simplest form of adaptation can be expressed as follows: 3.1. The obligations of the seller or [•] concerning the sale and purchase of the shares referred to in point 2.1 shall be subject to prior compliance with the following conditions: at the beginning of the SPA, the identity of the seller or seller shall be identified. the buyer, including its addresses and registered office, in the case of a company or other legal person. If the business is owned by more than one shareholder, it is important for the buyer to ensure that each seller is responsible for the full amount of all debts (joint and several liability), or if this is not the case, such as the allocation of liability between the different sellers.
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