Document background
The Stock Sale and Purchase Agreement is a fundamental document used in corporate transactions involving the transfer of company shares in Austria. It serves as the primary transaction document in share acquisitions, whether for partial or complete ownership transfers. The agreement must comply with Austrian corporate law, particularly the Stock Corporation Act (AktG) and Commercial Code (UGB), while also considering EU regulations where applicable. It typically includes detailed provisions on purchase price mechanisms, warranties, indemnities, closing conditions, and post-closing obligations. This document is essential for both private and public company transactions, though requirements may vary depending on whether the target is a listed company. The agreement should address specific Austrian legal requirements such as transfer restrictions (Vinkulierung), mandatory corporate approvals, and local regulatory considerations.
