Share purchase contract: Due Diligence-Untersuchung In said artikel van de SPA wordt het Due Diligence (boekenonderzoek) behandeld, zoals koper dat heeft latenen. In hoe partijen daarmee omgaan (betekenis en gevolgen). Belangrijk en werk voor ervaren transactieadvocaten. If all parties are Dutch and/or speak Dutch, I recommend opting for a Dutch-speaking (sale) agreement for the shares rather than a BSG. This is because the parties sometimes feel it is appropriate to submit the final conclusion of the purchase transaction to a number of conditions that must be met within a specified time frame. For example, obtaining prior administrative authorization necessary for the transfer, the favourable resolution of a dispute in which the company to be acquired is currently involved, etc. This is why signing is a “promise to purchase” that is subject to a number of requirements. Share Purchase Agreement (SPA) is an agreement written in English. For the sale and purchase of shares between buyer and seller. The OSG is usually the last part of the negotiations on the sale and purchase of a business. Since the buyer inherits a business, buying shares generally carries a much greater risk than buying assets.
This justifies the inclusion of necessary safeguards to protect the buyer. As soon as the terms of the agreement are met, the contract will have full legal effects. On that date, it is customary for the parties to the agreement, buyers and sellers, to appear before a notary to confirm their agreement and to continue the payment of the sale price and the delivery of the shares taking into account the ownership of the fully transmitted shares (the “final phase”). All of this will be reflected in a public document that will serve as reliable evidence of articulated activity. It must be clear from the above that it is important to enter into sufficient and clear agreements on the sale and purchase of shares between the seller and the buyer within the BSG. The client`s wishes and intentions are (partially) leaders. The acquisition of shares is the acquisition of a company`s operating activities. None of the existing contracts with the company change. When a shareholder sells its shares in a company, it achieves a complete break in the relationship between it and the target business. However, the buyer will insist on a number of contractual commitments concerning the company (guarantees) that will bind the shareholder after the sale.
The stock bonus account is a reserve that cannot be distributed. An entity can only use the account balance for purposes defined in its statutes. In most cases, an entity cannot use the account to distribute dividends to shareholders or to offset operating losses. The stock premium account is generally used to reimburse capital charges that include, among other things, operating expenses. The account can also be used for the issuance of bonus shares and for the costs or expenses associated with that issue. Once due diligence is completed satisfactorily, the share purchase agreement is usually signed in a private document (in legal jargon, this phase is called “signing”). However, as a general rule, the transaction does not take place; In other words, there is no actual transfer of ownership of the shares to the buyer. As a key component of an GSB, this section of the agreement generally indicates the number of shares to be acquired and indicates the rights, securities and shares of the shares that the purchaser has acquired. This section should also indicate the purchase price of the shares and their down payment (cash, purchaser securities, repurchase of bonds and liabilities, exchange of assets (real estate, private property, IP, etc.) or a combination of the above, as well as the date and place of the transaction.