The Share And Asset Purchase Agreement (SAPA) is utilized in complex Swiss business transactions where parties wish to acquire both shares in a company and specific assets, either from the target company or related entities, in a single transaction. This document is particularly relevant when the transaction structure requires both share ownership transfer and direct asset acquisitions, common in corporate restructurings, business combinations, or partial business acquisitions. The agreement must comply with Swiss law requirements, particularly the Swiss Code of Obligations, and includes detailed provisions for both types of transfers, necessary approvals, regulatory compliance (including Lex Koller for real estate), tax considerations, and employee transfer provisions where applicable.
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1. Parties: Identification of the seller(s), purchaser(s) and any guarantors
2. Background: Context of the transaction, including description of the target company and assets being transferred
3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including the shares and assets being sold, and purchase price structure
5. Purchase Price: Detailed provisions on consideration, payment mechanisms, and any price adjustments
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements
8. Completion: Mechanics of closing, including timing, location, and actions to be taken
9. Warranties: Seller's representations and warranties regarding the shares, assets, and target company
10. Limitations on Liability: Limitations on warranty claims and other liability restrictions
11. Tax Covenants: Tax-related warranties, indemnities, and allocation of tax risks
12. Confidentiality and Announcements: Provisions regarding transaction confidentiality and public communications
13. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
2. Employee Matters: Include when there are specific arrangements for transferring employees
3. Real Estate Provisions: Include when real estate assets are being transferred, particularly considering Lex Koller requirements
4. Intellectual Property Rights: Include when significant IP assets are being transferred
5. Environmental Matters: Include when environmental risks or liabilities are a significant concern
6. Competition/Antitrust: Include when merger control filings are required
7. Transitional Services: Include when post-completion services are needed from seller
8. Non-Compete Provisions: Include when restrictions on seller's future activities are required
9. Escrow Arrangements: Include when part of the purchase price is to be held in escrow
10. Data Protection: Include when significant personal data is being transferred
1. Details of the Target Company: Corporate information, shareholding structure, and subsidiaries
2. Transferred Assets Schedule: Detailed list of all assets being transferred
3. Excluded Assets Schedule: List of assets explicitly excluded from the transfer
4. Properties Schedule: Details of all real estate assets included in the transaction
5. Intellectual Property Schedule: List of all IP rights being transferred
6. Material Contracts Schedule: Key contracts being transferred or requiring consent for transfer
7. Employee Schedule: List of transferring employees and their key terms of employment
8. Warranty Schedule: Detailed warranties given by the seller
9. Tax Deed: Detailed tax covenant and related provisions
10. Completion Obligations: Detailed list of documents to be delivered at completion
11. Form of Transfer Documents: Templates for share transfer forms and other transfer instruments
12. Permitted Encumbrances: List of permitted liens and encumbrances on assets
13. Bank Accounts: Details of bank accounts and banking arrangements being transferred
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