The Model Stock Purchase Agreement serves as a standardized template for share acquisition transactions under Dutch law. It is designed for use in private M&A transactions where one party seeks to acquire shares in a target company from existing shareholders. The document incorporates essential Dutch legal requirements, including mandatory provisions under the Dutch Civil Code (Burgerlijk Wetboek), consideration of works council rights, and requirements for notarial execution of share transfers. It includes comprehensive sections on warranties, indemnities, conditions precedent, and completion mechanics, tailored to Dutch market practice and legal framework. This template is particularly valuable for in-house legal teams and external counsel seeking a starting point for transaction documentation that already incorporates jurisdiction-specific requirements and common market positions.
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1. Parties: Identification of seller(s) and purchaser(s) with full legal details
2. Background: Context of the transaction, including description of the target company and purpose of the agreement
3. Definitions: Defined terms used throughout the agreement, including specific Dutch legal terminology
4. Sale and Purchase: Core transaction terms including shares being sold, purchase price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion of the transaction
6. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements
7. Completion: Mechanics of closing, including deliverables and timing
8. Warranties: Seller's representations and warranties about the company and shares
9. Limitations on Liability: Restrictions on warranty claims and general liability limitations
10. Covenants: Post-completion obligations including non-compete and confidentiality
11. Tax Matters: Tax-related provisions, indemnities, and allocations
12. Confidentiality: Provisions regarding transaction confidentiality and public announcements
13. Notices: Format and delivery requirements for formal communications
14. General Provisions: Boilerplate clauses including governing law, jurisdiction, and entire agreement
15. Signing: Execution blocks and signing requirements
1. Employee Matters: Required when there are specific employment arrangements or works council requirements
2. Earn-out Provisions: Include when part of purchase price is contingent on future performance
3. Bank Guarantee/Escrow: Include when purchase price security or holdback is required
4. Intellectual Property: Detailed IP provisions when IP is a significant asset
5. Real Estate: Specific provisions when real estate is a material component
6. Environmental Matters: Include for companies with significant environmental exposure
7. Data Protection: Detailed GDPR compliance provisions when personal data is material
8. Transition Services: Include when post-completion services are needed from seller
9. Break Fee: Include when parties agree to termination penalties
1. Details of the Company: Corporate information, shareholding structure, and subsidiaries
2. Conditions Precedent: Detailed list of all closing conditions
3. Completion Obligations: Detailed closing checklist and deliverables
4. Warranties: Full set of seller's warranties
5. Disclosure Letter: Seller's disclosures against warranties
6. Properties: Details of owned and leased real estate
7. Material Contracts: List and copies of key agreements
8. Intellectual Property: Schedule of IP rights and registrations
9. Employee Information: List of employees and employment terms
10. Data Room Index: Index of due diligence materials provided
11. Permitted Leakage: Agreed exceptions to locked box provisions
12. Form of Resignation Letters: Template resignation letters for departing directors
13. Form of Powers of Attorney: Template POAs for completion actions
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Technology
Manufacturing
Real Estate
Healthcare
Retail
Energy
Professional Services
Transportation
Telecommunications
Media & Entertainment
Consumer Goods
Industrial
Life Sciences
Agriculture
Relevant Teams
Legal
Corporate Development
Mergers & Acquisitions
Finance
Treasury
Tax
Compliance
Corporate Secretariat
Due Diligence
Strategy
Business Development
Relevant Roles
General Counsel
Legal Director
Corporate Lawyer
M&A Lawyer
Legal Counsel
Transaction Lawyer
Partner (Law Firm)
Associate (Law Firm)
Chief Legal Officer
Head of Legal
Corporate Secretary
Chief Financial Officer
Finance Director
M&A Director
Investment Manager
Corporate Development Manager
Due Diligence Officer
Compliance Officer
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