The Share Purchase Agreement (SPA) is a fundamental document in Swiss M&A transactions, used when one party wishes to acquire ownership of a company through the purchase of its shares from existing shareholders. This document is essential for both private and public company acquisitions in Switzerland, though the complexity and regulatory requirements may vary significantly. The SPA typically includes detailed provisions on purchase price, payment terms, warranties, indemnities, and conditions precedent, all structured to comply with Swiss law, particularly the Swiss Code of Obligations. It's commonly used in various contexts, from small private company acquisitions to large corporate transactions, and may require additional considerations when involving foreign investors (Lex Koller), regulated industries (FINMA oversight), or listed companies (stock exchange regulations). The agreement serves as the cornerstone document that governs the entire transaction process, from signing through to completion and post-completion obligations.
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1. Parties: Identification of seller(s) and purchaser(s) with full legal names and addresses
2. Background: Context of the transaction, including description of the target company and purpose of the agreement
3. Definitions: Key terms used throughout the agreement, including Company, Shares, Completion Date, etc.
4. Sale and Purchase: Core transaction terms including number of shares, purchase price, and basic mechanics of the transfer
5. Purchase Price: Detailed provisions on consideration, payment mechanics, and any price adjustment mechanisms
6. Conditions Precedent: Conditions that must be satisfied before completion of the transaction
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 timing and deliverables
9. Warranties: Seller's representations and warranties about the company, shares, and authority to sell
10. Limitations on Liability: Limitations on warranty claims and other liability restrictions
11. Tax Matters: Tax-related provisions, including allocations of responsibility and tax indemnities
12. Confidentiality: Obligations regarding transaction confidentiality and company information
13. Announcements: Requirements for public statements about the transaction
14. Further Assurance: Obligations to take additional steps necessary to effect the transaction
15. Notices: Process for formal communications between parties
16. Assignment: Restrictions on transfer of rights under the agreement
17. General Provisions: Standard boilerplate provisions including entire agreement, amendments, and severability
18. Governing Law and Jurisdiction: Choice of Swiss law and jurisdiction provisions
1. Earn-out Provisions: Used when part of purchase price is contingent on future performance
2. Non-Competition: Required when sellers need to be restricted from competing post-completion
3. Transitional Services: Needed when seller must provide services to company post-completion
4. Employee Matters: Important when specific arrangements for key employees are required
5. Intellectual Property: Detailed IP provisions when company has significant IP assets
6. Real Estate: Required when company owns significant real estate (especially regarding Lex Koller)
7. Bank Financing: Needed when purchase is funded through external financing
8. Regulatory Compliance: Required for regulated industries or when regulatory approvals needed
1. Details of the Company: Corporate information including registration details and share capital structure
2. Warranties: Detailed warranties about the company, business, and assets
3. Properties: List and details of real estate owned or leased by the company
4. Intellectual Property: Schedule of IP rights owned or licensed by the company
5. Material Contracts: List and details of key commercial agreements
6. Employees: Information about employees, including key terms and benefits
7. Completion Deliverables: List of documents and actions required at completion
8. Disclosed Documents: List of documents disclosed against the warranties
9. Data Room Index: Index of due diligence materials provided
10. Permitted Leakage: In case of locked box mechanism, permitted value transfers
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