Sale Of Shares Agreement for the Netherlands

Sale Of Shares Agreement Template for Netherlands

A comprehensive legal agreement governed by Dutch law that documents the terms and conditions for the sale and purchase of shares in a company. This agreement outlines the purchase price, payment terms, warranties, representations, and conditions precedent to the transaction. It includes detailed provisions regarding the transfer of ownership, seller's guarantees about the company's condition, and post-completion obligations. The document incorporates specific requirements under Dutch corporate law and typically requires execution before a Dutch civil law notary for private company transfers.

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What is a Sale Of Shares Agreement?

The Sale Of Shares Agreement is a fundamental transaction document used in Dutch corporate acquisitions and mergers. It is required when transferring ownership of shares in a company under Dutch law, whether for complete or partial ownership transfers. The agreement must comply with the Dutch Civil Code (Burgerlijk Wetboek) and often requires notarial execution for private companies. This document typically results from extensive negotiations and due diligence, containing detailed provisions about the transaction structure, warranties about the company's condition, indemnities, and specific Dutch law requirements such as works council consultations where applicable. It's particularly important as it governs not only the immediate transfer but also ongoing obligations and potential liabilities between the parties.

What sections should be included in a Sale Of Shares Agreement?

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 and interpretation rules used throughout the agreement

4. Sale and Purchase: Core transaction terms including shares being sold, purchase price, and payment terms

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

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

7. Completion: Mechanics of closing, including timing, location, and actions required

8. Warranties and Representations: Seller's warranties about the company, shares, and business

9. Limitations on Liability: Limitations on warranty claims and general liability caps

10. Indemnities: Specific indemnities provided by the seller

11. Confidentiality: Obligations regarding confidential information

12. Announcements: Requirements for public announcements about the transaction

13. Notices: Process for formal communications between parties

14. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.

15. Execution: Signature blocks and execution formalities

What sections are optional to include in a Sale Of Shares Agreement?

1. Security for Claims: Include when there are specific escrow or guarantee arrangements for warranty claims

2. Tax Covenant: Include for specific tax indemnities and arrangements, particularly in larger transactions

3. Non-Competition: Include when sellers need to be restricted from competing post-completion

4. Works Council: Include when works council advice is required under Dutch law

5. Earn-out Provisions: Include when part of purchase price is contingent on future performance

6. Break Fee: Include when parties agree to compensation if deal fails under specific circumstances

7. Transitional Services: Include when seller will provide services to target company post-completion

What schedules should be included in a Sale Of Shares Agreement?

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

2. Warranties: Detailed warranties about the business, often extensive

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

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

5. Material Contracts: Summary of key commercial contracts

6. Employees: Details of key employees and employment terms

7. Completion Requirements: Detailed list of documents required at completion

8. Data Room Index: Index of documents disclosed during due diligence

9. Disclosure Letter: Specific disclosures against warranties

10. Form of Resignation Letters: Template resignation letters for departing directors

11. Form of Powers of Attorney: Template powers of attorney if 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

Jurisdiction

Netherlands

Publisher

Genie AI

Document Type

Contract to Sell

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Technology

Manufacturing

Professional Services

Real Estate

Healthcare

Financial Services

Retail

Energy

Infrastructure

Transportation

Media & Entertainment

Agriculture

Construction

Telecommunications

Relevant Teams

Legal

Corporate Development

Mergers & Acquisitions

Finance

Executive Leadership

Tax

Compliance

Corporate Secretariat

Due Diligence

Treasury

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

M&A Director

Legal Director

Company Secretary

Chief Legal Officer

Investment Director

Corporate Development Manager

Transaction Manager

Due Diligence Manager

Financial Controller

Board Member

Managing Director

Industries
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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