The Sale Of Shares Agreement is a fundamental transaction document used in Swiss corporate acquisitions when transferring ownership of a company through the sale of its shares. This document is essential when shareholders wish to sell their stake in a company, whether partially or entirely, to one or more purchasers. It is structured to comply with Swiss law, particularly the Swiss Code of Obligations, and includes detailed provisions covering purchase price, payment terms, warranties, representations, conditions precedent, and completion mechanics. The agreement is typically used in both private and public company transactions, though public company transfers may require additional regulatory considerations. It serves to protect both parties' interests by clearly defining their rights and obligations, addressing potential risks, and establishing mechanisms for post-completion adjustments or claims. The document is particularly important in Switzerland's sophisticated business environment, where corporate transactions often involve complex international elements and require careful consideration of Swiss corporate, tax, and regulatory requirements.
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1. Parties: Identification of the Seller(s) and Buyer(s) with full legal names and addresses
2. Background: Context of the transaction, including brief description of the 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 number of shares, purchase price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion can occur
6. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements
7. Completion: Mechanics of closing, including timing, location, and actions required from each party
8. Warranties: Seller's representations and warranties about the shares, company, and business
9. Limitations on Liability: Restrictions on warranty claims and general liability limitations
10. Tax Covenants: Provisions dealing with tax matters and allocations of tax liabilities
11. Confidentiality: Obligations regarding confidential information and announcements
12. Notices: Process and requirements for formal communications between parties
13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
14. Execution: Signature blocks and execution formalities
1. Purchase Price Adjustment: Mechanisms for adjusting the purchase price based on completion accounts or other metrics - used when price is subject to post-completion adjustments
2. Earn-out Provisions: Structure for additional payments based on future performance - included when part of purchase price is contingent on future events
3. Non-Competition and Non-Solicitation: Restrictions on seller's future activities - relevant when protecting business value post-sale
4. Transitional Services: Arrangements for post-completion services by seller - needed when business continuity requires seller's ongoing support
5. Employee Matters: Specific provisions regarding employees - important when transaction affects employment arrangements
6. Intellectual Property Rights: Special provisions for IP transfers or licenses - relevant for technology-dependent companies
7. Real Estate Matters: Specific provisions regarding property - relevant when company owns/leases significant real estate
8. Bank Financing: Provisions relating to third-party financing - included when purchase is externally financed
1. Details of the Company: Corporate information including registration details, directors, and share capital structure
2. Shares Being Sold: Detailed description of shares including class, numbers, and any encumbrances
3. Warranties: Detailed warranties about the company, business, and shares
4. Properties: List and details of real estate owned or leased by the company
5. Intellectual Property: Schedule of IP rights owned or licensed by the company
6. Material Contracts: List and details of key commercial contracts
7. Employees: Details of employees including key terms of employment
8. Completion Requirements: Detailed list of documents and actions required at completion
9. Permitted Leakage: List of permitted value extractions in case of locked box mechanism
10. Data Room Index: Index of due diligence materials provided
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Technology
Manufacturing
Real Estate
Healthcare
Retail
Professional Services
Energy
Telecommunications
Transportation
Consumer Goods
Industrial
Media and Entertainment
Agriculture
Construction
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Executive Management
Board of Directors
Corporate Secretariat
Treasury
Risk Management
Compliance
Due Diligence
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Legal Director
Investment Banker
M&A Director
Corporate Development Manager
Financial Controller
Tax Director
Company Secretary
Board Member
Managing Director
Finance Director
Legal Counsel
Transaction Manager
Due Diligence Manager
Integration Manager
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