Wat Is Een Share Purchase Agreement

Once the results of the due diligence consultations are known, the parties enter into consultation on the content of the Asset Purchase Agreement (APA). This applies to conditions such as earn-out, guarantees, indemnification, avoidance of (administrator) liabilities, guarantees for payment of the purchase price, provisions on (non-)competition, release of paper waste, continuation of existing financing, approvals and essential contracts (including with employees, bank, suppliers and real estate). A merger or acquisition is a big event for many entrepreneurs. It`s about money, people, opportunities and risks. The process almost always begins with the conclusion of a non-disclosure agreement (NDA) and then a letter of intent (LOI), after which the due diligence investigation (DD investigation) is initiated. After the DD survey, the potential buyer can decide whether or not to proceed with the purchase. If the process continues, a purchase agreement is drawn up in English, in English Share Purchase Agreement (SPA) or Asset Purchase Agreement (APA), in which all agreements between the buyer and the seller are recorded. Once the parties have agreed on all the conditions contained in the agreement, it will be signed. This is also called the “signature”. The legal transfer of ownership often takes place weeks or months later. Because often there is still a lot to agree, such as the financing and approval of the transaction by the responsible authorities. Finally, the drawing of all documents and the transfer (of release), the so-called “closure” follows.

The transfer is usually made against payment of the purchase price. Share purchase contract: liability This article of the SPA deals with the consequences for the seller in case of violation of the guarantees he provides to the buyer. It makes sense to take a closer look. The seller may limit his liability contractually. In the case of the buyer, to look at this again critically. And to decide to what extent the buyer will accompany him or not. For this agreement in English, the choice must be made with a seller or buyer (or the parent company/holding company BV behind) who does not speak Dutch. Think of a foreign buyer or seller (or shareholder) or a foreign seller or buyer residing in the Netherlands.


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