The Share Purchase Agreement is a crucial document used in corporate transactions under Austrian law when transferring ownership of company shares from one party to another. It serves as the primary transaction document that captures all commercial and legal terms agreed between the parties, including the purchase price, payment mechanisms, warranties, and indemnities. This agreement must comply with Austrian legal requirements, particularly the Austrian Civil Code (ABGB), Stock Corporation Act (AktG), and Commercial Code (UGB). It is essential for both private and public company transactions, though additional requirements apply for listed companies. The document typically results from extensive negotiations and due diligence, incorporating various protections for both buyer and seller, and often requires input from multiple professional advisors to ensure all aspects of Austrian corporate, tax, and commercial law are properly addressed.
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1. Parties: Identification of the seller(s) and buyer(s) with full legal names and addresses
2. Background: Context of the transaction, description of the target company and rationale for the share transfer
3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including identification of shares being sold and purchase price
5. Purchase Price: Detailed provisions on consideration, payment method, and any price adjustment mechanisms
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements
8. Completion: Mechanics of closing, including timing, location, and actions required at completion
9. Warranties: Seller's representations and warranties about the company, shares, and business
10. Limitations on Liability: Restrictions on warranty claims and general liability limitations
11. Tax Covenants: Specific provisions dealing with tax matters and allocations
12. Confidentiality: Obligations regarding confidential information and announcements
13. Notices: Process for formal communications between parties
14. Governing Law and Jurisdiction: Confirmation of Austrian law application and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including entire agreement, variations, and severability
1. Earn-out Provisions: Include when part of purchase price is contingent on future performance
2. Non-Competition and Non-Solicitation: Include when restrictive covenants are required from sellers
3. Transitional Services: Include when seller will provide services to target company post-completion
4. Employee Matters: Include when specific arrangements for key employees or general workforce are needed
5. Intellectual Property Rights: Include when IP is a crucial asset requiring specific provisions
6. Real Estate Provisions: Include when target company has significant real estate holdings
7. Bank Financing: Include when purchase is contingent on external financing
8. Environmental Matters: Include for companies with significant environmental risks or obligations
9. Data Protection: Include when significant personal data processing is involved
10. Break Fee: Include when parties agree on compensation if deal fails under specific circumstances
1. Details of the Company: Corporate information, shareholding structure, and subsidiaries
2. Completion Obligations: Detailed list of documents and actions required at completion
3. Warranties: Full set of warranties given by the seller
4. Disclosed Documents: List of documents disclosed against the warranties
5. Properties: Details of all real estate owned or leased by the company
6. Intellectual Property: List of all IP rights owned or licensed by the company
7. Material Contracts: Summary of key commercial contracts
8. Employees: Details of key employees and their terms of employment
9. Tax Affairs: Overview of company's tax position and ongoing matters
10. Data Room Index: Index of all documents provided in due diligence
11. Accounts: Recent financial statements and management accounts
12. Bank Account Details: Details for payment of purchase price
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Technology
Manufacturing
Real Estate
Healthcare
Retail
Energy
Telecommunications
Professional Services
Media and Entertainment
Construction
Agriculture
Transportation and Logistics
Hospitality
Education
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Risk Management
Corporate Secretariat
Business Development
Treasury
Internal Audit
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Legal Director
Investment Director
Mergers & Acquisitions Manager
Corporate Development Manager
Finance Director
Company Secretary
Tax Director
Due Diligence Manager
Compliance Officer
Business Development Director
Risk Manager
Transaction Manager
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