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Common Stock Purchase Agreement

Common Stock Purchase Agreement Template for Belgium

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Key Requirements PROMPT example:

Common Stock Purchase Agreement

"I need a Common Stock Purchase Agreement under Belgian law for the acquisition of 35% of shares in a private technology company, with specific provisions for board representation and tag-along rights for minority shareholders, to be completed by March 2025."

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Document background
The Common Stock Purchase Agreement is a crucial document used in Belgian corporate transactions for the sale and purchase of company shares. It is particularly important in private company transactions, mergers and acquisitions, and investment rounds. The agreement must comply with Belgian law, specifically the Companies and Associations Code, and relevant EU regulations. This document is essential when companies are seeking investment, during ownership transfers, or in corporate restructuring scenarios. It includes detailed provisions on share transfer mechanics, purchase price calculations, representations and warranties, and closing conditions, all tailored to meet Belgian legal requirements. The agreement also typically requires involvement of a Belgian notary for certain corporate actions and must address specific Belgian corporate law considerations regarding share transfers and shareholder rights.
Suggested Sections

1. Parties: Identification of the seller(s) and purchaser(s), including full legal names, registration numbers, and registered addresses

2. Background: Context of the transaction, including brief description of the company whose shares are being sold and the purpose of the agreement

3. Definitions: Definitions of key terms used throughout the agreement, ensuring consistent interpretation

4. Sale and Purchase: Core transaction terms including number of shares, class of shares, and purchase price

5. Purchase Price and Payment: Detailed terms of payment, including method, timing, and any adjustments

6. Closing: Conditions precedent, closing mechanics, and timing of the transfer

7. Seller's Representations and Warranties: Standard representations regarding share ownership, authority to sell, and company-related warranties

8. Purchaser's Representations and Warranties: Representations regarding authority to purchase, financial capacity, and regulatory compliance

9. Covenants: Pre-closing and post-closing obligations of both parties

10. Indemnification: Terms for compensating parties for breaches of warranties or other obligations

11. Confidentiality: Provisions regarding confidential information and public announcements

12. Governing Law and Jurisdiction: Specification of Belgian law as governing law and jurisdiction for disputes

13. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability

Optional Sections

1. Tag-Along Rights: Include when minority shareholders need protection to join in the sale on same terms

2. Drag-Along Rights: Include when majority shareholders want the right to force minority shareholders to join in a sale

3. Non-Competition: Include when seller is required to refrain from competing with the company post-sale

4. Employee Matters: Include when the transaction affects key employees or management

5. Tax Matters: Include when specific tax arrangements or allocations need to be addressed

6. Earn-out Provisions: Include when part of the purchase price is contingent on future performance

7. Board Composition: Include when the purchase involves changes to board structure or voting rights

8. Regulatory Compliance: Include when specific regulatory approvals or filings are required

Suggested Schedules

1. Schedule 1 - Share Details: Detailed description of shares being sold, including share certificates numbers and share class rights

2. Schedule 2 - Company Information: Key company details including corporate structure, subsidiaries, and material contracts

3. Schedule 3 - Warranties: Detailed warranties relating to the company and its business

4. Schedule 4 - Disclosed Information: List of documents and information disclosed against the warranties

5. Schedule 5 - Intellectual Property: List of company's IP rights and related licenses

6. Schedule 6 - Real Estate: Details of company's real estate holdings and leases

7. Schedule 7 - Material Contracts: List and summary of company's material contracts

8. Schedule 8 - Closing Documents: List of documents to be delivered at closing

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Business Day
Closing
Closing Date
Common Stock
Company
Confidential Information
Disclosed Information
Effective Date
Encumbrance
Financial Statements
Governmental Authority
Intellectual Property Rights
Material Adverse Change
Material Contracts
Ordinary Course of Business
Purchase Price
Purchaser
Seller
Shares
Share Certificates
Signing Date
Subsidiary
Tax
Transaction
Transfer
Warranties
Working Day
Articles of Association
Belgian GAAP
Board of Directors
Companies Register
Conditions Precedent
FSMA
Notarial Deed
Purchase Price Per Share
Related Persons
Regulatory Approvals
Share Capital
Shareholders' Register
Belgian Companies Code
Completion
Deed of Transfer
Disclosure Letter
Due Diligence
Escrow Account
Escrow Agent
Force Majeure
Indemnification
Losses
Management Accounts
Security Interest
Shareholders' Agreement
Third Party Rights
Clauses
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Closing Mechanics
Share Transfer
Representations and Warranties
Seller Warranties
Purchaser Warranties
Company Warranties
Pre-Closing Covenants
Post-Closing Covenants
Indemnification
Limitation of Liability
Confidentiality
Non-Competition
Non-Solicitation
Public Announcements
Tax Matters
Employee Matters
Regulatory Compliance
Due Diligence
Information Rights
Share Certificates
Board Composition
Shareholder Rights
Tag-Along Rights
Drag-Along Rights
Force Majeure
Termination
Governing Law
Dispute Resolution
Notices
Assignment
Amendments
Severability
Entire Agreement
Costs and Expenses
Further Assurance
Third Party Rights
Notarial Requirements
Registration Requirements
Relevant Industries

Technology

Manufacturing

Financial Services

Real Estate

Healthcare

Professional Services

Retail

Energy

Telecommunications

Life Sciences

Media and Entertainment

Infrastructure

Consumer Goods

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Executive Management

Corporate Secretariat

Treasury

Tax

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Investment Manager

Corporate Secretary

Finance Director

Mergers & Acquisitions Director

Legal Counsel

Investment Banker

Corporate Development Manager

Compliance Officer

Board Member

Managing Director

Private Equity Manager

Industries
Belgian Companies and Associations Code (CAC): Primary legislation governing corporate matters in Belgium, including rules on share issuance, transfer restrictions, shareholders' rights, and corporate governance requirements
Belgian Civil Code (Book 5 - Obligations): Provides the fundamental rules for contract formation, validity, and enforcement in Belgium, which apply to stock purchase agreements
Belgian Financial Services and Markets Authority (FSMA) Regulations: Regulations governing securities transactions, particularly relevant if the stock purchase involves public companies or requires regulatory approval
Belgian Anti-Money Laundering Law: Legislation implementing EU AML directives, requiring due diligence and verification procedures in significant financial transactions
Belgian Income Tax Code: Tax implications for stock transfers, including capital gains tax provisions and stamp duties applicable to share transfers
EU Prospectus Regulation (2017/1129): If applicable to the scale of the transaction, governs the requirements for publishing a prospectus when securities are offered to the public
Belgian Royal Decree on Primary Market Practices: Specific rules governing the primary issuance and sale of securities in Belgium
Belgian Code of Economic Law: Contains provisions on fair trade practices and consumer protection that might be relevant for retail investors
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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