The signing of a share purchase agreement is usually preceded by a legal review or “due diligence”, which is the legal, accounting, financial and technical verification of the current situation of the company carried out by the buyer. For this English-speaking agreement, the choice should be made with a seller or buyer (or the parent company/ Holding BV) who does not speak Dutch. Think of a foreign buyer or seller (or shareholder) or a foreign seller or buyer residing in the Netherlands. If you need a SPA or need legal assistance to sell or buy your business or to sell or buy shares, I am happy to support you. My contact details are as follows: Additional advice to conclude the contract is possible at a price agreed in advance. Even if, for example, you, as a buyer, have received a draft contract to evaluate, the same advice is possible at a price agreed in advance. Personalization is useful; we are also looking closely at what is missing from the draft agreement. This can be just as important as evaluating/correcting what is already on paper. Share purchase contract: liability This article of the SPA deals with the consequences for the seller in case of violation of the guarantees he gives to the buyer. Useful to look at well. The seller may limit his liability contractually. In the case of a buyer, this must be considered again critically. And to decide how far the buyer wants to go with it or not.
Share Purchase Agreement: Indemnification This section of the Share Purchase Agreement contains any compensation to the Seller. For example, for known or possible tax issues, the environment or the consequences of ongoing legal proceedings. Compensation can be far-reaching, so it`s important for the seller to look closely. The conclusion is the moment when both parties actually fulfill their main obligations (delivery of the object and payment of the agreed price) if the agreed conditions are met, so that the completion takes place, that is, the conclusion of the legal transaction with the onward transfer of the shares. The share purchase agreement is a legal transaction par excellence that is used to transfer the shares of a company. Its main objective is to take control of the activity of an acquired company, which consists of a variety of elements – assets, debts, organization, people – coordinated and organized among themselves in order to carry out a particular economic activity. It should be noted that it is possible that a signature and a closure enter into the same deed and not at different times. .