Finally, we would like to stress the importance of good legal consultation throughout the acquisition process, not only with regard to the drafting phases of the basic content of the share sale contract, but also in identifying and preventing the current and future risks that may result from such transactions. This analysis is an important step before the development of the share purchase agreement. While the current actions could result in hefty fines for the buyer, a change in control clauses in supplier and customer contracts could threaten the company`s top line. The content of a share purchase agreement depends on the complexity of the transaction. Nevertheless, there are a number of key elements that are included in each SPA: details of any compensation provided by the buyer or seller are also indicated, which covers all costs that may arise after the transaction due to conditions that were in place prior to the conclusion of the deal. A special tax treatment to which the buyer or seller may be entitled is also mentioned in the contract. After the stock seller concludes, the seller is not responsible for the company`s debts, which are the responsibility of the new owners. A company has its own legal personality on the part of its boards of directors and shareholders. In comparison, when selling assets, with a few exceptions (for example. B employees), the seller retains all of the company`s current liabilities, unless he can negotiate with the buyer to take care of them with the company.
After the conclusion (song of the agreement), there are a few steps that the buyer must take: finally, and as an example, we introduce below two models of clauses that are generally included in the contract to buy and sell shares in the form of declarations and guarantees, as they are generally of great importance: the signature itself does not necessarily result in the actual transfer of assets or shares i.e. closure. Before the actual transfer can take place, certain agreed conditions must be met. The acquisition of shares could, among other things, constitute 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. A share purchase agreement contains information about the company for which the shares are transferred, the seller and purchaser of shares, the law that covers the agreement, the type of shares sold and the number of shares sold and at what price. This agreement also contains payment details, even if a down payment is required when the full payment is due, and the end of the agreement The right of the first refusal describes the obligation for a shareholder to first offer his share to one of the existing shareholders before selling to a third party. This allows the existing shareholder to purchase on (financial) terms offered by the external buyer. Guarantees and responsibilities must be verified to ensure that there is no misrepresentation.