Document background
The Share Sale Purchase Agreement (SPA) is the primary transaction document used in corporate acquisitions involving the transfer of shares under Austrian law. It is typically used when a party wishes to acquire ownership of a company through the purchase of its shares rather than its assets. The agreement must comply with Austrian corporate law requirements, including specific form requirements for share transfers (especially for GmbH shares which require notarial authentication). The document comprehensively addresses purchase price mechanisms, warranties about the target company's condition, indemnities, conditions precedent to completion, and post-completion obligations. It's particularly important in private M&A transactions and requires careful consideration of Austrian-specific legal requirements, tax implications, and regulatory approvals, including potential merger control notifications.
