The Contract For Sale Of Shares In A Private Company is a crucial document used in German M&A transactions for transferring ownership of shares in private companies. It is particularly relevant for small to medium-sized enterprises (Mittelstand) and larger private companies alike. The document must comply with strict German legal requirements, including mandatory notarization under § 15 GmbHG, and typically incorporates extensive warranties and representations to protect both buyer and seller. This agreement is essential in situations where shareholders wish to exit their investment, companies seek to acquire competitors or complementary businesses, or in corporate restructuring scenarios. The document addresses specific German law considerations such as liability regimes, warranty limitations, and local corporate law requirements, while also incorporating international best practices in M&A transactions.
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1. Parties: Identification of the seller(s), purchaser(s), and any other parties to the agreement
2. Background: Context of the transaction, including description of the target company and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including the shares being sold and purchase price
5. Purchase Price: Detailed provisions on the purchase price, payment terms, and any adjustments
6. Closing Conditions: Conditions precedent that must be satisfied before closing
7. Closing: Mechanics and timing of the closing, including required actions and deliverables
8. Seller's Warranties: Representations and warranties given by the seller regarding the shares and company
9. Purchaser's Warranties: Basic representations and warranties given by the purchaser
10. Liability and Indemnification: Provisions governing liability and indemnification obligations
11. Confidentiality: Obligations regarding confidential information
12. Notices: Process for giving formal notices under the agreement
13. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Non-Competition: Restrictions on seller's competitive activities, used when seller has significant know-how or customer relationships
2. Employee Matters: Specific provisions regarding employees, used when employment arrangements are material to the transaction
3. Tax Covenant: Specific tax-related warranties and indemnities, used for companies with complex tax situations
4. Real Estate: Specific provisions regarding company-owned real estate, used when real estate is material
5. Intellectual Property: Detailed IP provisions, used when IP is a significant company asset
6. Bank Financing: Provisions related to external financing, used when purchase price is partially bank-financed
7. Earn-out Provisions: Structure for additional payments based on future performance, used when parties agree on performance-based pricing
8. Pre-Closing Covenants: Obligations between signing and closing, used when there's a split signing and closing
1. Share Information: Details of the shares being transferred, including share certificates and numbers
2. Company Information: Key details about the target company including corporate documents
3. Warranties: Detailed warranties given by the seller
4. Disclosed Information: List of documents and information disclosed against the warranties
5. Real Estate Schedule: Details of any real estate owned or leased by the company
6. Material Contracts: List and copies of material contracts
7. Intellectual Property: List of IP rights owned or licensed by the company
8. Employee Information: List of employees and their key employment terms
9. Closing Deliverables: List of documents to be delivered at closing
10. Form of Resignation Letters: Template resignation letters for departing directors
11. Form of Powers of Attorney: Template powers of attorney if required for closing
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