The Purchase Of Shares Agreement under Swiss law is a crucial document used when transferring ownership of shares in a company from one party to another. It is particularly relevant in mergers and acquisitions, corporate restructurings, and investment transactions within the Swiss legal framework. The agreement must comply with Swiss corporate law, particularly the Swiss Code of Obligations, and includes essential elements such as detailed descriptions of the shares being transferred, purchase price mechanisms, representations and warranties, conditions precedent, and completion procedures. It may also need to address specific Swiss regulatory requirements, such as Lex Koller restrictions for real estate companies or financial market regulations for listed entities. The document serves as the primary transaction document and is typically accompanied by various ancillary documents and schedules that provide additional detail and support the main agreement.
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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, including description of the target company and purpose of the agreement
3. Definitions: Defined terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including the shares being sold and purchase price
5. Purchase Price: Detailed provisions on consideration, payment method, and timing
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Obligations of both parties between signing and completion
8. Completion: Mechanics of closing, including timing, location, and actions required
9. Seller's Warranties: Representations and warranties given by the seller regarding the shares and company
10. Buyer's Warranties: Basic warranties from the buyer regarding capacity and authority
11. Limitation of Liability: Limitations on warranty claims and general liability
12. Confidentiality: Obligations regarding confidential information
13. Announcements: Provisions regarding public statements about the transaction
14. Notices: Process for formal communications between parties
15. Governing Law and Jurisdiction: Specification of Swiss law and jurisdiction
16. General Provisions: Standard boilerplate clauses including entire agreement, variations, and severability
1. Price Adjustment: Used when the purchase price may be adjusted based on completion accounts or other mechanisms
2. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
3. Tax Covenants: Detailed tax provisions when specific tax risks need to be addressed
4. Non-Competition: Restrictions on seller's future competitive activities, if required
5. Transitional Services: Include when the seller will provide services post-completion
6. Employee Matters: Specific provisions regarding key employees or employee arrangements
7. Real Estate: Special provisions if the company owns significant real estate (Lex Koller considerations)
8. Intellectual Property: Detailed IP provisions if the company has significant IP assets
9. Bank Financing: Include when the purchase is dependent on external financing
10. Break Fee: Include when parties want to specify compensation for failed completion
1. Details of the Company: Corporate information including shareholding structure
2. The Shares: Detailed description of shares being transferred
3. Warranties: Full list of seller's warranties
4. Limitation of Liability: Detailed provisions on warranty limitations and claims procedures
5. Properties: List of real estate owned or leased by the company
6. Intellectual Property: List of IP rights owned or licensed by the company
7. Material Contracts: List of key contracts of the company
8. Employees: List of employees and their key terms
9. Completion Requirements: Detailed list of completion deliverables
10. Form of Resignation Letters: Template resignation letters for departing directors
11. Data Room Index: Index of due diligence materials provided
12. Disclosure Letter: Seller's disclosures against the warranties
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