A Share Transfer Agreement is a crucial document used in Swiss corporate transactions to formalize and execute the transfer of company shares between parties. This document is essential when shareholders wish to sell their stake in a company, during corporate restructuring, in merger and acquisition scenarios, or for succession planning purposes. Under Swiss law, specific requirements must be met for the valid transfer of shares, including compliance with the Swiss Code of Obligations, consideration of any transfer restrictions in the company's articles of association, and proper documentation of the transaction. The agreement typically includes detailed provisions on purchase price, payment terms, representations and warranties, and closing conditions, while also addressing Swiss-specific requirements such as stamp duty considerations and corporate approval processes. The document serves as both a legal record of the transaction and a protective mechanism for all parties involved, ensuring clarity of terms and compliance with Swiss regulatory requirements.
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1. Parties: Identification of the Seller(s) and Buyer(s) with full legal names and addresses
2. Background: Context of the transaction, description of the company whose shares are being transferred, and current ownership structure
3. Definitions: Definitions of key terms used throughout the agreement
4. Subject Matter of Transfer: Detailed description of the shares being transferred, including number, class, and nominal value
5. Purchase Price: Specification of the purchase price, currency, and payment terms
6. Closing: Conditions precedent, closing mechanics, and timing of the transfer
7. Representations and Warranties of the Seller: Seller's warranties regarding share ownership, authority to sell, and company status
8. Representations and Warranties of the Buyer: Buyer's warranties regarding authority to purchase and financial capacity
9. Taxes and Costs: Allocation of transfer taxes, notary fees, and other transaction costs
10. Notifications: Process for giving notices under the agreement
11. Governing Law and Jurisdiction: Confirmation of Swiss law as governing law and jurisdiction for disputes
12. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments
1. Purchase Price Adjustment: Mechanisms for adjusting the purchase price based on company performance or other metrics - used when the final price depends on future calculations
2. Non-Competition: Restrictions on seller's competitive activities - relevant when seller has significant know-how or customer relationships
3. Board Changes: Provisions regarding changes in board composition - needed when transfer results in management changes
4. Shareholder Approval: Requirements for obtaining shareholder approval - necessary when required by articles of association
5. Bank Financing: Provisions relating to third-party financing - included when purchase is externally financed
6. Employee Matters: Provisions regarding key employees or management - relevant when transfer affects employment relationships
7. Intellectual Property: Special provisions for IP rights - important when company's value is largely in IP
8. Real Estate: Special provisions for company-owned real estate - needed when company owns significant property
1. Share Details: Detailed description of shares including share certificates numbers and shareholding history
2. Disclosure Letter: Seller's disclosures against warranties
3. Company Information: Key company details including financial statements and material contracts
4. Closing Checklist: List of all documents and actions required for closing
5. Form of Share Transfer Declaration: Template for the formal share transfer declaration under Swiss law
6. Board Resolution: Copy of board resolution approving the transfer (if required)
7. Payment Instructions: Detailed banking and payment information
8. Required Regulatory Approvals: List of required regulatory approvals and their status
Relevant legal definitions
Agreement
Articles of Association
Board
Business Day
Buyer
Closing
Closing Date
Company
Completion
Confidential Information
Consideration
Encumbrance
Group
Intellectual Property Rights
Material Adverse Change
Party/Parties
Purchase Price
Related Persons
Seller
Share Certificates
Shares
Share Transfer Declaration
Signing Date
Swiss GAAP
Tag-Along Rights
Target Company
Tax/Taxes
Third Party Rights
Transaction
Transfer Restrictions
Warranties
Working Capital
Articles of Association
Board
Business Day
Buyer
Closing
Closing Date
Company
Completion
Confidential Information
Consideration
Encumbrance
Group
Intellectual Property Rights
Material Adverse Change
Party/Parties
Purchase Price
Related Persons
Seller
Share Certificates
Shares
Share Transfer Declaration
Signing Date
Swiss GAAP
Tag-Along Rights
Target Company
Tax/Taxes
Third Party Rights
Transaction
Transfer Restrictions
Warranties
Working Capital
Clauses
Interpretation
Share Transfer
Purchase Price
Payment Terms
Conditions Precedent
Closing Provisions
Representations and Warranties
Seller Warranties
Buyer Warranties
Company Warranties
Non-Competition
Confidentiality
Tax Matters
Indemnification
Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Board Composition
Employee Matters
Regulatory Compliance
Anti-Money Laundering
Force Majeure
Assignment
Notices
Amendment
Severability
Entire Agreement
Costs and Expenses
Governing Law
Dispute Resolution
Language
Counterparts
Share Transfer
Purchase Price
Payment Terms
Conditions Precedent
Closing Provisions
Representations and Warranties
Seller Warranties
Buyer Warranties
Company Warranties
Non-Competition
Confidentiality
Tax Matters
Indemnification
Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Board Composition
Employee Matters
Regulatory Compliance
Anti-Money Laundering
Force Majeure
Assignment
Notices
Amendment
Severability
Entire Agreement
Costs and Expenses
Governing Law
Dispute Resolution
Language
Counterparts
Relevant Industries
Financial Services
Manufacturing
Technology
Real Estate
Professional Services
Healthcare
Retail
Energy
Telecommunications
Construction
Hospitality
Transportation and Logistics
Media and Entertainment
Agriculture
Mining and Natural Resources
Relevant Teams
Legal
Finance
Corporate Development
Compliance
Tax
Risk Management
Corporate Secretariat
Treasury
Board Secretariat
Strategy
Mergers & Acquisitions
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Legal Director
Company Secretary
Compliance Officer
Corporate Development Manager
Investment Director
M&A Manager
Board Member
Finance Director
Tax Manager
Business Development Director
Risk Manager
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