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Business Share Purchase Agreement

Business Share Purchase Agreement Template for Denmark

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Business Share Purchase Agreement

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Document background
The Business Share Purchase Agreement is a crucial legal document used in Danish business acquisitions when transferring ownership of company shares from one party to another. It serves as the primary transaction document that comprehensively details all aspects of the share purchase, including the exact shares being transferred, purchase price, payment mechanisms, warranties, and representations. This agreement is essential for both private and public company transactions in Denmark, requiring compliance with Danish corporate law, securities regulations, and tax implications. It typically results from extensive negotiations and due diligence, incorporating protections for both buyer and seller while addressing specific industry requirements, regulatory obligations, and transaction-specific conditions. The document is particularly important as it provides legal certainty and clear framework for the transfer of business ownership, while ensuring compliance with Danish legal requirements and market practices.
Suggested Sections

1. Parties: Identification of the seller(s) and buyer(s), including full legal names and registration details

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: Core transaction terms including description of shares being sold and basic sale obligation

5. Purchase Price: Specification of purchase price, payment terms, and any price adjustment mechanisms

6. Conditions Precedent: Conditions that must be satisfied before completion of the share purchase

7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements

8. Completion: Details of the completion process, timing, and deliverables

9. Warranties: Seller's warranties regarding the company, shares, and business

10. Limitations on Seller's Liability: Limitations on warranty claims and general liability caps

11. Tax Covenants: Specific provisions relating to tax matters and allocations

12. Confidentiality: Obligations regarding confidential information and announcements

13. Notices: Process and requirements for formal notices under the agreement

14. General Provisions: Standard boilerplate provisions including entire agreement, amendments, and assignment

15. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes

Optional Sections

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

2. Non-Competition and Non-Solicitation: Required when restricting seller's future business activities

3. Transitional Services: Needed when seller will provide services post-completion

4. Employee Matters: Specific provisions for key employees or significant workforce considerations

5. Intellectual Property Rights: Detailed IP provisions when IP is a crucial asset

6. Bank Financing: Required when purchase is contingent on external financing

7. Environmental Matters: Important for companies with significant environmental exposures

8. Real Estate Provisions: Required when company owns significant real estate assets

9. Data Protection: Detailed provisions when significant personal data is involved

10. Break Fee: Used when parties want to specify compensation for failed completion

Suggested Schedules

1. Share Details: Details of shares being transferred including share certificates

2. Purchase Price Calculation: Detailed methodology for calculating final purchase price

3. Completion Obligations: Detailed list of actions and deliverables required at completion

4. Warranties: Detailed warranties given by the seller

5. Disclosure Letter: Seller's disclosures against the warranties

6. Company Information: Key details about the target company including corporate documents

7. Properties: Details of real estate owned or leased by the company

8. Intellectual Property: List of IP rights owned or licensed by the company

9. Material Contracts: Summary of key contracts affecting the business

10. Employee Information: Details of employees and their terms of employment

11. Financial Statements: Recent financial statements and management accounts

12. Tax Computations: Details of tax positions and ongoing matters

Authors

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Relevant legal definitions
Agreement
Business
Business Day
Buyer
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Danish Business Authority
Danish Companies Act
Disclosed
Disclosure Letter
Encumbrance
Financial Statements
Group
Intellectual Property Rights
Long Stop Date
Management Accounts
Material Adverse Change
Material Contracts
Parties
Purchase Price
Seller
Seller's Group
Seller's Knowledge
Seller's Warranties
Shares
Signing Date
Subsidiaries
Target Company
Tax
Tax Authority
Tax Covenant
Tax Warranties
Transaction
Transaction Documents
Warranties
Working Capital
Accounts
Accounting Principles
Adjustment Amount
Affiliate
Associate
Bank Account
Board
Claims
Competition Authority
Data Protection Laws
Employees
Environmental Laws
Escrow Account
Escrow Agent
Governmental Authority
Indebtedness
Insurance Policies
Key Employees
Losses
Material Adverse Effect
Permitted Encumbrances
Properties
Purchase Price Adjustment
Related Party
Relevant Period
Representatives
Share Capital
Taxation
Clauses
Share Purchase
Purchase Price
Payment Terms
Price Adjustment
Conditions Precedent
Warranties and Representations
Tax Covenants
Indemnification
Liability Limitations
Pre-Completion Obligations
Completion Mechanics
Post-Completion Obligations
Confidentiality
Non-Competition
Non-Solicitation
Employee Matters
Intellectual Property
Real Estate
Environmental Matters
Data Protection
Force Majeure
Assignment
Notices
Amendments
Severability
Entire Agreement
Third Party Rights
Further Assurance
Costs
Governing Law
Dispute Resolution
Announcements
Survival
Break Fee
Material Adverse Change
Due Diligence
Disclosure
Insurance
Bank Financing
Share Transfer Mechanics
Corporate Authority
Regulatory Compliance
Business Conduct
Working Capital
Escrow Arrangements
Transitional Services
Relevant Industries
Relevant Teams
Relevant Roles
Industries
Danish Companies Act (Selskabsloven): Primary legislation governing corporate entities, share transfers, and corporate governance requirements in Denmark
Danish Contracts Act (Aftaleloven): Fundamental law governing contract formation, validity, and enforcement, essential for the purchase agreement structure
Danish Capital Markets Act (Kapitalmarkedsloven): Regulates securities trading and financial instruments, particularly relevant if dealing with publicly traded shares
Danish Competition Act (Konkurrenceloven): Governs merger control and competition aspects of business acquisitions, may require notification depending on transaction size
Danish Act on the Sale of Goods (Købeloven): While primarily for goods, certain principles apply to share purchases, particularly regarding warranties and representations
Danish Business Transfer Act (Virksomhedsoverdragelsesloven): Regulates employment aspects of business transfers, protecting employee rights during ownership changes
Danish Corporation Tax Act (Selskabsskatteloven): Governs tax implications of share transfers and corporate restructuring
Danish Capital Gains Tax Act (Aktieavancebeskatningsloven): Regulates taxation of capital gains from share transfers
Danish Registration Tax Act (Registreringsafgiftsloven): May be relevant for registration requirements and associated taxes in share transfers
Danish Money Laundering Act (Hvidvaskloven): Requirements for due diligence and verification of transaction parties in significant business transfers
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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