The Sale Of Shares Agreement under Austrian law is a crucial document used in corporate transactions involving the transfer of company ownership through share sales. It is typically employed when shareholders wish to sell their entire or partial shareholding in a company, whether it's a GmbH (limited liability company) or AG (stock corporation). The agreement must comply with Austrian corporate law requirements, including the ABGB (Civil Code), UGB (Commercial Code), and specific corporate legislation depending on the company type. This comprehensive document covers all aspects of the transaction, from purchase price and payment terms to warranties and indemnities, while addressing specific Austrian legal requirements such as form requirements, corporate approvals, and regulatory considerations. It's particularly important in mergers and acquisitions, corporate restructurings, and investment transactions, providing legal certainty and protection for both sellers and buyers in Austrian share transfer transactions.
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1. Parties: Identification of seller(s) and buyer(s) with full legal details
2. Background: Context of the transaction, including description of the target company and purpose of the agreement
3. Definitions and Interpretation: Defined terms and rules of interpretation for the agreement
4. Sale and Purchase: Core transaction terms including shares being sold and purchase price
5. Purchase Price and Payment: Detailed price structure, payment terms, and any adjustments
6. Conditions Precedent: Conditions that must be satisfied before completion
7. Pre-Completion Obligations: Parties' obligations between signing and completion
8. Completion: Mechanics and requirements for closing the transaction
9. Seller's Warranties: Warranties regarding the seller's capacity and ownership of shares
10. Business Warranties: Warranties regarding the target company's business and affairs
11. Buyer's Warranties: Warranties regarding the buyer's capacity and authority
12. Limitations on Liability: Limitations on warranty claims and general liability
13. Confidentiality: Obligations regarding confidential information
14. Announcements: Provisions regarding public statements about the transaction
15. General Provisions: Standard boilerplate clauses including notices, amendments, governing law
1. Purchase Price Adjustment: Detailed mechanisms for post-completion price adjustments based on accounts, used when final price depends on completion accounts
2. Earn-out Provisions: Structure for additional payments based on future performance, included when part of purchase price is contingent on future events
3. Employee Matters: Specific provisions regarding employees and management, relevant when there are key personnel considerations
4. Non-Competition and Non-Solicitation: Restrictions on seller's future activities, included when protecting goodwill is crucial
5. Seller Financing: Terms of any seller-provided financing, included when part of purchase price is deferred
6. Tax Covenant: Specific tax-related provisions and indemnities, used when tax risks need special treatment
7. Regulatory Approvals: Detailed provisions regarding required regulatory approvals, included for regulated industries or large transactions
8. Intellectual Property: Specific provisions regarding IP rights, important when IP is a key asset
9. Real Estate: Specific provisions regarding property matters, relevant when real estate is significant
10. Environmental Matters: Specific environmental provisions and indemnities, relevant for industries with environmental risks
1. Details of the Company: Corporate information, shareholding structure, and subsidiaries
2. Properties: List and details of all real estate owned or leased
3. Intellectual Property Rights: List of all IP rights owned or licensed
4. Material Contracts: Summary of key contracts and commitments
5. Employee Information: Details of employees, benefits, and employment agreements
6. Insurance Policies: Summary of insurance coverage
7. Bank Accounts and Borrowings: Details of financial arrangements and debt
8. Tax Affairs: Summary of tax positions and ongoing matters
9. Completion Requirements: Detailed list of documents required at completion
10. Warranties: Detailed warranties not included in main agreement
11. Data Room Index: Index of due diligence materials provided
12. Disclosure Letter: Specific disclosures against warranties
Relevant legal definitions
Clauses
Relevant Industries
Banking & Finance
Manufacturing
Technology
Real Estate
Healthcare
Retail
Professional Services
Energy
Transportation & Logistics
Media & Entertainment
Construction
Agriculture
Mining & Resources
Telecommunications
Education
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Due Diligence
Treasury
Corporate Secretariat
Risk Management
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Director
Corporate Lawyer
M&A Lawyer
Financial Controller
Investment Director
Business Development Director
Company Secretary
Tax Director
Compliance Officer
Due Diligence Manager
Transaction Manager
Corporate Development Manager
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