The Share Sale Agreement is the primary transaction document used in corporate acquisitions involving the transfer of shares under Dutch law. It is typically used when a party wishes to acquire control of a company through the purchase of its shares, rather than its assets. The agreement sets out the complete transaction framework, including the precise mechanics of the share transfer, purchase price and payment terms, warranties about the company's condition, and various protections for both buyer and seller. Under Dutch law, special attention must be paid to formal requirements, particularly for transfers of shares in Dutch private limited companies (BVs) which require execution before a Dutch civil law notary. The document is essential in both private and public M&A transactions, though additional requirements apply for listed companies under the Financial Supervision Act (Wet op het financieel toezicht).
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1. Parties: Identification of the seller(s) and purchaser(s), including full legal names and registered addresses
2. Background: Context of the transaction, including brief description of the target company and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including description of shares being sold and purchase price
5. Purchase Price: Detailed provisions on consideration, payment mechanics, 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 and requirements for closing the transaction, including deliverables and timing
9. Warranties: Seller's representations and warranties about the company, shares, and business
10. Warranty Limitations: Limitations on warranty claims including time limits, thresholds, and caps
11. Tax Indemnity: Specific indemnities relating to tax matters and allocation of tax risks
12. Confidentiality: Obligations regarding confidential information and public announcements
13. Governing Law and Jurisdiction: Choice of Dutch law and jurisdiction for dispute resolution
14. General Provisions: Standard boilerplate provisions including notices, amendments, and severability
1. Earn-out Provisions: Include when part of purchase price is contingent on future performance
2. Employee Matters: Include when specific arrangements for key employees or employee-related obligations need to be addressed
3. Real Estate: Include when target company owns significant real estate assets requiring specific provisions
4. Intellectual Property: Include when IP assets are material to the transaction
5. Environmental Matters: Include when target company has significant environmental risks or obligations
6. Competition/Antitrust: Include when transaction requires merger control clearance
7. Transitional Services: Include when seller will provide services to target company post-completion
8. Security for Claims: Include when specific security (e.g., escrow, bank guarantee) is required for warranty claims
9. Non-Compete Provisions: Include when seller needs to be restricted from competing post-completion
1. Details of the Company: Corporate information including shareholding structure and subsidiaries
2. Completion Deliverables: List of all documents and items to be delivered at completion
3. Warranties: Detailed warranties about the company, business, and shares
4. Disclosed Information: List of disclosure documents provided to purchaser
5. Properties: Details of all real estate owned or leased by the target company
6. Material Contracts: List and details of key commercial contracts
7. Intellectual Property: Schedule of IP rights owned or licensed by the target company
8. Employees: Information about employees including key terms of employment
9. Purchase Price Adjustment Mechanism: Detailed calculations and procedures for price adjustments
10. Tax Covenant: Detailed provisions regarding tax indemnities and allocations
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