The sales contract is one of the most important documents in the life of an owner`s business. This is why it must be treated with care and rigour, with legal experts guiding both the seller and the buyer. Completion is carried out when the legitimate ownership of the shares is transferred to the buyer, resulting in the buyer being the owner of the target business. As a general rule, a timetable for the completion of the G.S.O. lists all the documents to be signed and other measures necessary for the conclusion in order to influence the conclusion. The buyer wants the recidivism and warranty catalogue to cover as many problems as possible, while the seller would prefer not to limit them. As a result, this part of the share purchase agreement is generally the subject of intense negotiations. This information is provided in a “disclosure letter” that will be negotiated and delivered after closing, which will help eliminate any unknown issues of the buyer that could affect the purchase price or purchase decision. As a general rule, THE SPAs are signed, the purchase price is paid and the shares are transferred on the same day. There may sometimes be delays between the exchange and the conclusion of the agreement, especially when the preconditions for sale must be met. At the beginning of the GSO, the identity of the seller and buyer, including their addresses and your statutory headquarters, is described if it is a company or other legal body.
If the business is owned by more than one shareholder, it is important for the buyer to ensure that each seller is responsible for the total amount of debt (joint and several liability) or, if not, as the distribution of liability is distributed among the individual sellers. When a company is made up of several shareholders, there is usually a shareholder contract. These agreements define the rights and obligations of shareholders. In most cases, they contain certain rights related to the departure of a shareholder. If this is the case, lawyers must take these rights into account in the share purchase agreement of the transaction. It would be rare for a provision of the choice of law to be excluded from a G.S.O. (or other cross-border agreement). The absence of a legal choice clause in an GSO would expose the parties, among other things, to unnecessary costs and complex rules to determine which right to apply, including examining where the parties are and where their obligations must be met. In the context of international M-AEs, the non-fixing of the law governing the BSG could be a disaster related to a dispute, particularly if the buyer is based in one jurisdiction and the seller is based in another country, with subsidiaries and assets in several other jurisdictions.