Document background
The Stock Sale Agreement is a fundamental transaction document used in mergers and acquisitions under Dutch law when transferring ownership of a company through a share sale. This document is essential when a party wishes to acquire ownership of a target company by purchasing its shares from existing shareholders. It contains detailed provisions covering the transaction structure, purchase price and adjustment mechanisms, conditions precedent, representations and warranties, indemnities, and closing requirements. The agreement must comply with Dutch corporate law requirements, including specific formalities for share transfers, potential works council consultation requirements, and regulatory approvals where applicable. It's typically used in both private and public company transactions, though public company transactions may require additional regulatory compliance. The document serves as the cornerstone agreement that governs the entire share transfer process and post-closing obligations of the parties.
