The Share Purchase Agreement (SPA) is a fundamental transaction document used in mergers and acquisitions under Dutch law. It is employed whenever there is a transfer of ownership of shares in a private or public company in the Netherlands. The agreement must comply with Dutch corporate law requirements, particularly the Dutch Civil Code (Burgerlijk Wetboek), and may require notarial execution for certain types of shares. The SPA typically includes comprehensive provisions covering purchase price mechanisms, warranties about the target company's condition, indemnities, conditions precedent, and completion mechanics. It should address specific Dutch law considerations such as works council requirements, competition law compliance, and tax implications. The document serves as the primary contract governing the relationship between the seller and purchaser, establishing their rights and obligations throughout the transaction process.
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1. Parties: Identification of the seller(s) and purchaser(s), including full legal names and addresses
2. Background: Context of the transaction, including brief description of the target company and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including shares being sold, purchase price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion can occur
6. Pre-Completion Obligations: Obligations of both parties between signing and completion, including conduct of business requirements
7. Completion: Mechanics of completion, including timing, location, and actions required
8. Warranties: Seller's warranties regarding the shares, target company, and business
9. Limitations on Liability: Limitations on seller's liability under the warranties and indemnities
10. Tax Covenant: Specific provisions relating to tax matters and allocation of tax liabilities
11. Confidentiality: Obligations regarding confidential information and announcements
12. General Provisions: Standard boilerplate provisions including notices, amendments, and governing law
1. Employee Matters: Include when there are specific employee-related matters to address or when works council approval is required
2. Real Estate: Include when the target company owns significant real estate assets requiring specific provisions
3. Intellectual Property: Include when IP assets are material to the transaction
4. Bank Financing: Include when the purchase is subject to external financing arrangements
5. Competition Clearance: Include when the transaction requires competition authority approval
6. Environmental Matters: Include when the target company has significant environmental exposures or obligations
7. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
8. Non-Compete and Non-Solicitation: Include when post-completion restrictions on the seller are required
1. Details of the Target Company: Corporate information, share capital structure, and subsidiaries
2. Warranties: Detailed warranties given by the seller
3. Properties: List and details of real estate owned or leased by the target company
4. Intellectual Property Rights: List of IP rights owned or licensed by the target company
5. Material Contracts: Summary of key contracts affecting the target company
6. Employees: Details of key employees and employment terms
7. Completion Obligations: Detailed list of documents to be delivered and actions to be taken at completion
8. Permitted Leakage: List of permitted value extractions in case of a locked box mechanism
9. Data Room Index: Index of documents disclosed in due diligence
10. Disclosure Letter: Specific disclosures against the warranties
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