The Share Acquisition Agreement is a fundamental document used in corporate transactions under Danish law when one party wishes to acquire ownership of a company through the purchase of its shares from existing shareholders. This comprehensive agreement is essential for both private and public company acquisitions in Denmark, requiring compliance with the Danish Companies Act (Selskabsloven) and other relevant legislation. The document typically includes detailed provisions on purchase price mechanisms, warranties and indemnities, conditions precedent, and completion procedures, all tailored to meet Danish legal requirements. It is commonly used in both domestic Danish transactions and cross-border deals where Danish companies are the target. The agreement must address specific Danish corporate law requirements regarding share transfers, corporate governance, and regulatory notifications, while also incorporating standard international M&A practice elements.
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Key Requirements PROMPT example:
Share Acquisition Agreement
I need a Share Acquisition Agreement under Danish law for the purchase of 100% shares in a technology company, with specific provisions for intellectual property protection and an earn-out mechanism based on the next three years' performance.
1. Parties: Identification of the seller(s), purchaser(s) and any guarantors
2. Background: Context of the transaction, including description of the target company and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules used throughout the agreement
4. Sale and Purchase: Core transaction terms including shares being sold, purchase price, and payment mechanics
5. Conditions Precedent: Conditions that must be satisfied before completion can occur
6. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements
7. Completion: Mechanics and requirements for closing the transaction
8. Purchase Price Adjustment: Mechanisms for adjusting the purchase price based on completion accounts or other metrics
9. Warranties: Seller's warranties regarding the company, shares, and business
10. Limitations on Seller's Liability: Limitations and caps on warranty claims and other liability
11. Tax Covenants: Specific provisions dealing with tax matters and allocations
12. Confidentiality and Announcements: Obligations regarding transaction confidentiality and public announcements
13. Further Assurance: Obligations to take additional actions to give effect to the agreement
14. Assignment and Transfer: Restrictions on transfer of rights and obligations under the agreement
15. Notices: Process for formal communications between parties
16. Governing Law and Jurisdiction: Confirmation of Danish law application and jurisdiction for disputes
17. General Provisions: Standard boilerplate provisions including entire agreement, variations, and severability
1. Non-Competition and Non-Solicitation: Restrictions on seller's competitive activities, used when seller has significant market knowledge or customer relationships
2. Earn-out Provisions: Additional payment mechanisms based on future performance, used when parties cannot agree on fixed valuation
3. Employee Matters: Specific provisions regarding key employees or employee transfers, used when employee retention is critical
4. Intellectual Property Rights: Detailed IP provisions, used when IP is a significant asset
5. Real Estate: Specific provisions regarding property owned/leased by target, used when real estate is material
6. Environmental Matters: Specific environmental warranties and indemnities, used for businesses with environmental risks
7. Data Protection: Specific provisions regarding GDPR compliance, used when personal data is material to the business
8. Bank Financing: Provisions relating to external financing, used when purchase is debt-financed
9. Shareholder Loans: Treatment of existing shareholder loans, used when such loans exist
10. Break Fee: Fee payable if transaction fails, used in competitive sale processes
1. Details of the Company: Corporate information about target company including share capital structure
2. Completion Obligations: Detailed list of actions and documents required at completion
3. Warranties: Detailed warranties about the company, business and shares
4. Limitations on Liability: Detailed provisions regarding warranty claim limitations
5. Properties: Details of real estate owned or leased by the target
6. Intellectual Property: List of IP rights owned or licensed by the target
7. Material Contracts: List and details of key commercial contracts
8. Employees: Information about key employees and employment terms
9. Completion Accounts Principles: Accounting principles for preparation of completion accounts
10. Data Room Index: Index of documents disclosed to buyer
11. Disclosed Documents: List of documents disclosed against the warranties
12. Form of Resignation Letters: Template resignation letters for outgoing directors
13. Form of Power of Attorney: Template power of attorney for completion actions
14. Tax Deed: Detailed tax covenant and tax indemnity provisions
Authors
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Technology
Real Estate
Financial Services
Healthcare
Retail
Energy
Transportation
Professional Services
Construction
Agriculture
Telecommunications
Media and Entertainment
Industrial
Consumer Goods
Software
Biotechnology
Infrastructure
Education
Hospitality
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Risk & Compliance
Corporate Secretariat
Treasury
Tax
Business Development
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Director
Corporate Secretary
Head of Mergers & Acquisitions
Finance Director
Business Development Director
Investment Manager
Corporate Development Manager
Legal Counsel
Financial Controller
Due Diligence Manager
Risk Manager
Compliance Officer
Transaction Manager
Board Member
Managing Director
Chief Legal Officer
Investment Director
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