The Business Share Purchase Agreement is a crucial document used in Swiss corporate transactions for the transfer of ownership in a company through the sale of shares. It is primarily used when acquiring partial or full ownership of a Swiss company, whether as part of a strategic acquisition, corporate restructuring, or investment transaction. The agreement must comply with Swiss law, particularly the Swiss Code of Obligations, and typically includes detailed provisions on purchase price mechanisms, warranties, indemnities, and conditions precedent. This document is essential for both private and public company transactions, though additional requirements may apply for publicly listed companies. The agreement should address specific Swiss legal requirements, including those related to share transfer restrictions, tax implications, and where applicable, Lex Koller considerations for foreign investors acquiring Swiss real estate-owning companies.
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1. Parties: Identification of the seller(s) and purchaser(s), including full legal names, registration details, and addresses
2. Background: Context of the transaction, including brief description of the target company and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase of Shares: Core transaction terms including number of shares, price per share, and total purchase price
5. Purchase Price and Payment: Detailed payment terms, including payment method, currency, and timing
6. Conditions Precedent: Conditions that must be satisfied before completion of the transaction
7. Pre-Completion Obligations: Obligations of both parties between signing and completion, including conduct of business requirements
8. Completion: Mechanics of closing the transaction, including timing, location, and actions required
9. Seller's Warranties: Representations and warranties given by the seller regarding the shares and target company
10. Purchaser's Warranties: Basic representations and warranties given by the purchaser
11. Warranty Limitations: Limitations on warranty claims, including time limits and financial thresholds
12. Tax Matters: Tax-related warranties, indemnities, and obligations
13. Confidentiality: Obligations regarding confidential information and announcement of the transaction
14. Notices: Process and requirements for formal communications between parties
15. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
16. Signing: Execution blocks for all parties
1. Purchase Price Adjustment: Mechanisms for adjusting the purchase price based on completion accounts or other metrics - used when the final price depends on the company's financial position at completion
2. Earn-out Provisions: Structure for additional payments based on future performance - used when part of the purchase price is contingent on future events
3. Non-Competition and Non-Solicitation: Restrictions on seller's future activities - used when there's a risk of the seller competing with the target business
4. Transitional Services: Arrangements for post-completion services provided by the seller - used when the target company relies on seller's services
5. Break Fee: Compensation payable if either party withdraws - used in larger transactions or where there's significant due diligence cost
6. Material Adverse Change: Right to terminate if significant negative events occur - used in transactions with a long period between signing and completion
7. Employee Matters: Specific provisions regarding employees - used when there are key employees or specific employment concerns
8. Intellectual Property: Detailed IP provisions - used when IP is a crucial asset of the target company
9. Data Protection: Specific data protection obligations - used when the target company processes significant personal data
10. Bank Financing: Provisions relating to external financing - used when purchase price is partially funded by bank loans
1. Details of the Target Company: Corporate information, shareholding structure, and key details of the target company
2. Shares Being Transferred: Detailed description of the shares being sold, including share certificate numbers and any encumbrances
3. Completion Requirements: Detailed list of documents and actions required at completion
4. Warranties: Full list of seller's warranties regarding the company and its business
5. Disclosed Documents: List of documents provided during due diligence that qualify the warranties
6. Properties: Details of all real estate owned or leased by the target company
7. Intellectual Property Rights: List of all IP owned or licensed by the target company
8. Material Contracts: Summary of key contracts to which the target company is a party
9. Employee Information: Details of employees, including key terms of employment
10. Completion Accounts: Pro forma completion accounts and accounting policies
11. Bank Accounts: Details of all bank accounts and banking relationships
12. Powers of Attorney: List of all powers of attorney granted by the target company
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