The Sales Of Shares Agreement under Dutch law is a fundamental transaction document used when one party wishes to sell and another party wishes to acquire ownership of shares in a company. This comprehensive agreement is essential for both private and public company transactions in the Netherlands, though specific requirements may vary. It must comply with Dutch corporate law requirements, particularly the Dutch Civil Code (Burgerlijk Wetboek), and includes provisions for share transfer mechanics, purchase price determination, warranties and indemnities, conditions precedent, and completion procedures. The document is typically prepared following due diligence and requires careful consideration of Dutch corporate governance rules, regulatory requirements, and market practice. It serves as the primary transaction document in share acquisitions, often accompanied by various ancillary agreements and documents.
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1. Parties: Identification of the seller(s), purchaser(s) and any guarantors
2. Background: Context of the transaction, including description of the target company and purpose of the agreement
3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including the shares being sold and purchase price
5. Purchase Price: Detailed provisions on consideration, payment mechanics, and any price adjustments
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 timing, location, and actions required
9. Warranties: Seller's warranties regarding the shares, target company, and business
10. Limitations on Liability: Limitations on warranty claims and general liability of the parties
11. Tax Covenants: Specific provisions dealing with tax matters and allocations
12. Confidentiality: Obligations regarding confidential information and announcements
13. General Provisions: Standard boilerplate clauses including notices, assignments, amendments
1. Earn-out Provisions: Include when part of purchase price is contingent on future performance
2. Non-Competition: Include when sellers need to be restricted from competing post-completion
3. Transitional Services: Include when seller will provide services to target company post-completion
4. Employee Matters: Include when specific arrangements for key employees or general workforce are needed
5. Real Estate: Include when target company has significant real estate assets requiring specific provisions
6. Intellectual Property: Include when IP assets are material to the transaction
7. Bank Finance: Include when transaction involves external financing arrangements
8. Works Council: Include when Dutch works council approval/consultation is required
1. Details of the Target Company: Corporate information, shareholding structure, and subsidiaries
2. Warranties: Detailed warranties about the company, business, and assets
3. Disclosure Letter: Exceptions and qualifications to the warranties
4. Properties: Details of all real estate owned or leased by the target company
5. Intellectual Property Rights: List of all IP owned or licensed by the target company
6. Material Contracts: Summary of key commercial contracts
7. Employees: Details of employees, including key terms and benefits
8. Completion Requirements: Detailed list of documents and actions required at completion
9. Form of Resignation Letters: Template resignation letters for outgoing directors
10. Form of Powers of Attorney: Template powers of attorney if required for completion
11. Data Room Index: Index of due diligence materials provided
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