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Contract Of Sale Of Shares

Contract Of Sale Of Shares Template for Netherlands

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Contract Of Sale Of Shares

"I need a Contract Of Sale Of Shares under Dutch law for the purchase of 100% shares in a technology company, with completion scheduled for March 2025 and including specific provisions for intellectual property protection and employee retention."

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Document background
The Contract Of Sale Of Shares is a fundamental document in Dutch corporate transactions, used when transferring ownership of shares in a company from one party to another. It is essential for mergers and acquisitions, corporate restructuring, and investment transactions under Dutch law. The agreement must comply with specific requirements of the Dutch Civil Code (Burgerlijk Wetboek) and may require notarial execution depending on the type of shares being transferred. This document typically includes comprehensive provisions covering purchase price mechanics, warranties about the company's condition, indemnities, conditions precedent, and completion mechanics. It's particularly important as it not only transfers legal ownership but also allocates risk between parties and provides a framework for post-completion obligations and potential disputes.
Suggested Sections

1. Parties: Identification of the seller(s) and purchaser(s) with full legal details

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 used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms including identification of shares being sold and purchase price

5. Purchase Price and Payment: Detailed provisions on consideration, payment method, and timing

6. Conditions Precedent: Conditions that must be satisfied before completion can occur

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

8. Completion: Mechanics of completion, including actions required, timing, and location

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

10. Limitations on Liability: Limitations on seller's liability under the warranties and other provisions

11. Confidentiality: Obligations regarding confidential information and announcements

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

13. General Provisions: Standard boilerplate provisions including governing law, entire agreement, and amendments

14. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes

15. Execution: Signature blocks and execution formalities

Optional Sections

1. Price Adjustment: Included when the purchase price is subject to post-completion adjustments based on accounts or other metrics

2. Seller Financing: Required when part of the purchase price is deferred or paid in installments

3. Security: Included when there are security arrangements for deferred payments or warranty claims

4. Non-Competition: Added when sellers are restricted from competing post-completion

5. Tax Covenant: Detailed tax provisions and indemnities, particularly important for larger transactions

6. Transitional Services: Required when seller will provide services to the target company post-completion

7. Employee Matters: Specific provisions regarding employees and employment arrangements

8. Real Estate: Specific provisions for companies with significant real estate assets

9. Intellectual Property: Detailed IP provisions for technology or brand-focused companies

10. Regulatory Approvals: Additional provisions when specific regulatory approvals are required

Suggested Schedules

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

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

3. Warranties: Full set of warranties given by the seller

4. Limitations on Liability: Detailed provisions regarding warranty claim limitations and procedures

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

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

7. Material Contracts: List and/or copies of key contracts

8. Employees: Information about employees, including key terms of employment

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

10. Data Room Index: Index of documents disclosed in due diligence

11. Disclosed Matters: Specific disclosures against the warranties

12. Form of Resignation Letters: Template resignation letters for retiring directors

13. Form of Board Resolutions: Template board resolutions required for completion

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Articles of Association
Board
Business
Business Day
Claim
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Data Room
Disclosed
Disclosure Letter
Encumbrance
Financial Statements
Group
Intellectual Property Rights
Key Employees
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Notary
Parties
Permitted Encumbrances
Properties
Purchase Price
Purchaser
Purchaser's Group
Regulatory Approvals
Related Persons
Relevant Period
Seller
Seller's Bank Account
Seller's Group
Seller's Knowledge
Seller's Warranties
Shares
Signing Date
Subsidiary
Target Company
Tax
Tax Authority
Tax Claim
Tax Covenant
Tax Return
Tax Warranty
Third Party
Transaction
Transaction Documents
Transfer
Warranties
Working Capital
Clauses
Parties and Recitals
Definitions
Interpretation
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion Mechanics
Post-Completion Obligations
Warranties
Indemnities
Limitations on Liability
Tax Covenants
Confidentiality
Non-Competition
Non-Solicitation
Announcements
Data Protection
Employee Matters
Intellectual Property
Real Estate
Assignment
Force Majeure
Termination
Notices
Costs
Amendments
Severability
Waiver
Third Party Rights
Further Assurance
Entire Agreement
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Healthcare

Retail

Energy

Professional Services

Transportation

Construction

Agriculture

Mining

Telecommunications

Media and Entertainment

Education

Relevant Teams

Legal

Corporate Development

Mergers & Acquisitions

Finance

Compliance

Risk Management

Corporate Secretariat

Business Development

Strategy

Tax

Treasury

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Legal Director

Company Secretary

Head of Mergers & Acquisitions

Investment Director

Business Development Director

Financial Director

Corporate Development Manager

Legal Counsel

Transaction Manager

Due Diligence Manager

Risk Manager

Compliance Officer

Industries
Dutch Civil Code (Burgerlijk Wetboek) Book 2: Contains the primary legislation governing corporate entities and share transfers in the Netherlands, including requirements for valid transfer of shares and corporate governance rules
Dutch Civil Code Book 6: Contains general provisions of contract law, including formation of contracts, validity, and legal requirements for binding agreements
Dutch Civil Code Book 7: Contains specific provisions regarding sale agreements and transfer of ownership
Financial Supervision Act (Wet op het financieel toezicht): Relevant if the shares being transferred are from a regulated entity or if the transaction triggers regulatory thresholds
Competition Act (Mededingingswet): May be relevant if the share transfer could result in a concentration requiring merger control clearance
Works Councils Act (Wet op de ondernemingsraden): May be relevant if the target company has a works council, as their advice might be required for the share transfer
General Data Protection Regulation (GDPR): Relevant for data protection provisions and transfer of personal data as part of the share purchase
Commercial Register Act (Handelsregisterwet): Contains requirements for registration of the share transfer in the Commercial Register
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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