Document background
The Share and Asset Purchase Agreement (SAPA) is a sophisticated transaction document used in Belgian corporate acquisitions where the deal structure requires both the purchase of company shares and specific assets. This hybrid agreement is particularly useful when buyers wish to acquire ownership of a company while simultaneously purchasing certain assets that may be held outside the target company structure. The document must comply with Belgian corporate law, including the Belgian Companies and Associations Code, civil law requirements, and specific regulatory frameworks depending on the industry sector. It typically includes detailed provisions on purchase price allocation, warranties, tax considerations, employee transfers, and completion mechanics. The agreement requires careful consideration of Belgian-specific legal requirements, including notarization requirements for certain transfers and compliance with local registration obligations.
