The Share Purchase Agreement is a fundamental transaction document used in merger and acquisition activities under Belgian law when transferring ownership of a company through the sale of its shares. It serves as the primary contract between the seller(s) and purchaser(s), detailing all aspects of the share transfer transaction, including purchase price, payment mechanisms, warranties, and post-completion obligations. This document is essential for both private and public company transactions, though additional requirements apply for listed companies. The agreement must comply with Belgian corporate law requirements, particularly the Belgian Companies and Associations Code, and typically involves extensive negotiation of key terms such as warranties, indemnities, and liability limitations. It is commonly used in various scenarios, from small private company acquisitions to large corporate transactions, and may require additional regulatory approvals depending on the transaction size and sector.
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1. Parties: Identification of the seller(s) and purchaser(s), including full legal names, registration details, and addresses
2. Background: Context of the transaction, including description of the target company and purpose of the agreement
3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including the shares being sold and purchase price
5. Purchase Price: Detailed provisions on consideration, payment mechanics, and any price adjustment mechanisms
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
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 deliverables and timing
9. Warranties: Seller's representations and warranties about the company and shares
10. Limitations on Liability: Limitations on warranty claims and general liability caps
11. Tax Covenants: Specific provisions dealing with tax matters and allocations of tax liability
12. Confidentiality: Obligations regarding confidential information and announcements
13. Governing Law and Jurisdiction: Choice of Belgian law and jurisdiction provisions
1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
2. Employee Matters: Required when specific arrangements for key employees or management are needed
3. Non-Competition: Include when seller restrictions are required post-completion
4. Break Fee: Used in larger transactions where abort fees are appropriate
5. Intellectual Property Rights: Required when IP is a significant asset of the target company
6. Real Estate: Include when the target company owns significant real estate assets
7. Bank Financing: Required when the purchase is subject to external financing arrangements
8. Regulatory Approvals: Include when specific regulatory clearances are required
1. Details of the Company: Corporate information, share capital structure, and subsidiaries
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 contracts
6. Employees: Details of employees, including key terms and benefits
7. Completion Deliverables: List of documents and items to be delivered at completion
8. Permitted Leakage: In case of locked box mechanism, permitted value extractions
9. Data Room Index: Index of due diligence materials provided
10. Accounts: Recent financial statements and management accounts
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