Share Acquisition Agreement Template for Belgium

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Key Requirements PROMPT example:

Share Acquisition Agreement

"I need a Share Acquisition Agreement under Belgian law for the purchase of 75% shares in a technology company, with specific provisions for intellectual property protection and an earn-out mechanism based on 2025 performance targets."

Document background
The Share Acquisition Agreement is a fundamental transaction document used in corporate acquisitions under Belgian law when one party wishes to purchase shares in a company from existing shareholders. This document is essential for both private and public company transactions, though its specific requirements may vary depending on the nature of the target company and transaction size. The agreement must comply with the Belgian Companies and Associations Code and other relevant Belgian legislation, including tax and competition laws where applicable. It typically contains detailed provisions covering the transaction mechanics, warranties and representations, conditions precedent, completion requirements, and post-completion obligations. The document is particularly important as it provides legal certainty and protection for both buyers and sellers, establishing clear rights, obligations, and remedies while addressing specific Belgian legal requirements for share transfers.
Suggested Sections

1. Parties: Identification of the buyer(s), seller(s), and any other parties to the agreement

2. Background: Context of the transaction, including description of the target company and purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Sale and Purchase: Core transaction terms including shares being sold, purchase price, and payment terms

5. Conditions Precedent: Conditions that must be satisfied before completion of the transaction

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

7. Completion: Mechanics and requirements for closing the transaction

8. Warranties and Representations: Standard warranties about the shares, target company, and seller's authority

9. Limitations on Liability: Limitations on warranty claims and general liability caps

10. Tax Covenants: Specific provisions relating to tax matters and indemnities

11. Confidentiality and Announcements: Obligations regarding transaction confidentiality and public announcements

12. Further Assurance: Obligations to take additional actions necessary to effect the transaction

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

14. Governing Law and Jurisdiction: Specification of Belgian law and jurisdiction provisions

Optional Sections

1. Non-Compete Provisions: Restrictions on seller's future business activities - used when seller could compete with target business

2. Transitional Services: Arrangements for post-completion services by seller - relevant when target relies on seller's infrastructure

3. Employee Matters: Specific provisions regarding key employees or management - important for management-dependent businesses

4. Intellectual Property Rights: Special provisions for IP transfer and protection - crucial for technology or brand-focused companies

5. Real Estate Provisions: Specific provisions for material real estate assets - relevant when property is key to business

6. Regulatory Compliance: Additional compliance obligations - necessary for regulated industries

7. Earn-out Provisions: Mechanism for additional payments based on future performance - used in performance-dependent valuations

8. Tag-Along/Drag-Along Rights: Share transfer rights for partial acquisitions - relevant for joint ownership situations

Suggested Schedules

1. Details of the Target Company: Corporate information, shareholding structure, and subsidiaries

2. Conditions Precedent: Detailed list of all conditions to be satisfied before completion

3. Warranties: Comprehensive warranties about the business, assets, and liabilities

4. Properties: Details of owned and leased properties

5. Intellectual Property: List of all IP rights owned or licensed by the target

6. Material Contracts: Summary of key commercial contracts

7. Employees: Details of employment terms for key personnel

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

9. Disclosed Matters: Information disclosed against the warranties

10. Form of Resignation Letters: Template resignation letters for departing directors

11. Form of Board Resolutions: Template board resolutions for completion

12. Data Room Index: Index of due diligence materials provided

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

Manufacturing

Technology

Real Estate

Financial Services

Professional Services

Healthcare

Retail

Energy

Transportation

Construction

Agriculture

Telecommunications

Media and Entertainment

Education

Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Tax

Executive Leadership

Risk Management

Corporate Secretariat

Treasury

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Legal Director

Head of Mergers & Acquisitions

Finance Director

Investment Manager

Corporate Development Director

Transaction Manager

Due Diligence Manager

Compliance Officer

Company Secretary

Board Member

Managing Director

Industries
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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