Shareholder Purchase Agreement Template for Austria

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Key Requirements PROMPT example:

Shareholder Purchase Agreement

"I need a Shareholder Purchase Agreement under Austrian law for the acquisition of 100% shares in a private manufacturing company, with completion scheduled for March 15, 2025, and payment to be made in two installments."

Document background
The Shareholder Purchase Agreement (SPA) is a crucial document in Austrian corporate transactions, used when transferring ownership of shares in private or public companies. It serves as the primary transaction document that governs the sale and purchase of company shares, incorporating specific requirements under Austrian law such as notarization for GmbH share transfers and compliance with the Austrian Stock Corporation Act for AG shares. The agreement typically follows completion of due diligence and contains detailed provisions on purchase price mechanisms, warranties and representations, indemnities, and conditions precedent. It must comply with Austrian corporate law requirements, including specific formalities for share transfers, regulatory approvals, and local business practices. This document is essential for both domestic Austrian transactions and cross-border deals where Austrian companies or assets are involved.
Suggested Sections

1. Parties: Identification of the seller(s), purchaser(s), and the company whose shares are being transferred, including their full legal names, registration details, and addresses

2. Background: Context of the transaction, including current shareholding structure and purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules for interpreting the agreement

4. Sale and Purchase of Shares: Core transaction terms including number of shares, percentage of ownership being transferred, and basic purchase price

5. Purchase Price and Payment: Detailed price structure, payment mechanisms, timing, and any price adjustments

6. Conditions Precedent: Conditions that must be satisfied before completion, including regulatory approvals and third-party consents

7. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements

8. Completion: Mechanics of closing, including timing, location, and actions required at completion

9. Warranties and Representations: Seller's warranties about the company, shares, and business; Purchaser's warranties

10. Limitations on Liability: Limitations on warranty claims, time limits, thresholds, and caps on liability

11. Tax Matters: Tax-related warranties, indemnities, and arrangements for pre-completion tax liabilities

12. Confidentiality and Announcements: Obligations regarding confidential information and public announcements about the transaction

13. Notices: Process and requirements for formal communications between parties

14. General Provisions: Standard boilerplate clauses including entire agreement, amendments, assignment, and severability

15. Governing Law and Jurisdiction: Specification of Austrian law as governing law and jurisdiction for disputes

Optional Sections

1. Management and Employee Matters: Used when there are specific arrangements regarding key employees or management changes

2. Non-Competition and Non-Solicitation: Include when requiring restrictions on seller's future business activities

3. Earn-out Provisions: When part of purchase price is contingent on future performance

4. Break Fee: Include when parties agree on compensation if deal fails under specific circumstances

5. Intellectual Property Rights: Detailed section when IP is a crucial asset of the target company

6. Real Estate Matters: When company owns significant real estate assets requiring special attention

7. Environmental Matters: For companies with significant environmental risks or obligations

8. Data Protection: Detailed section when company processes significant personal data

9. Bank Financing: When purchase is dependent on external financing arrangements

10. Transition Services: When seller will provide services to company post-completion

Suggested Schedules

1. Share Details: Details of shares being transferred including share certificates and shareholder register entries

2. Warranties: Detailed list of warranties given by the seller

3. Disclosure Letter: Seller's disclosures against the warranties

4. Completion Requirements: Detailed list of documents and actions required at completion

5. Company Information: Key details about the company including corporate documents and structure

6. Properties: List and details of company's real estate assets

7. Material Contracts: Summary of key contracts affecting the business

8. Intellectual Property: List of IP rights owned or used by the company

9. Employee Information: Details of employees and their terms of employment

10. Financial Statements: Recent financial statements and management accounts

11. Data Room Index: Index of documents provided in due diligence

12. Required Consents: List of third-party and regulatory consents required

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Healthcare

Retail

Energy

Transportation

Professional Services

Construction

Agriculture

Telecommunications

Media and Entertainment

Mining and Resources

Education

Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Risk & Compliance

Corporate Secretariat

Tax

Business Development

Investment

Due Diligence

Treasury

Corporate Strategy

Regulatory Affairs

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

M&A Director

Investment Banker

Financial Director

Company Secretary

Legal Counsel

Corporate Development Manager

Due Diligence Manager

Transaction Manager

Risk Manager

Compliance Officer

Board Member

Managing Director

Finance Manager

Business Development Director

Legal Director

Private Equity Manager

Industries
Austrian Civil Code (ABGB - Allgemeines Bürgerliches Gesetzbuch): Provides the fundamental framework for contract law, including formation, validity, and interpretation of contracts, as well as general obligations and rights of contracting parties
Stock Corporation Act (AktG - Aktiengesetz): Regulates the transfer of shares in stock corporations (AG), including requirements for share transfer agreements and shareholder rights
Limited Liability Companies Act (GmbHG - GmbH-Gesetz): Governs the transfer of shares in limited liability companies, including formal requirements for share transfers and necessary corporate approvals
Austrian Takeover Act (ÜbG - Übernahmegesetz): Applies to acquisitions of listed companies and provides regulations for mandatory takeover bids and shareholder protection
Austrian Cartel Act (KartG - Kartellgesetz): Regulates merger control and may require approval for share purchases exceeding certain thresholds
Austrian Income Tax Act (EStG - Einkommensteuergesetz): Determines the tax treatment of capital gains and other income from share transfers for individual shareholders
Corporate Income Tax Act (KStG - Körperschaftsteuergesetz): Governs taxation of share transfers for corporate entities and related corporate restructuring measures
Securities Act (WAG - Wertpapieraufsichtsgesetz): Relevant for transfers of publicly traded shares and associated disclosure requirements
Due Diligence and Warranty Act (GRUG - Gewährleistungsrecht): Provides framework for warranties and representations in share purchase agreements
Austrian Commercial Code (UGB - Unternehmensgesetzbuch): Contains general provisions regarding commercial transactions and corporate matters affecting share transfers
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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