Document background
The Share Purchase Agreement (SPA) is the primary transaction document used for acquiring or disposing of shares in a company under Dutch law. It is essential for both private and public company transactions, though its contents may vary depending on the transaction size, complexity, and whether the target is a listed or private company. The agreement comprehensively documents the terms of the share transfer, including purchase price mechanisms, warranties about the target company's business, indemnities for specific risks, conditions to closing, and post-closing obligations. It must comply with Dutch legal requirements, particularly regarding share transfer formalities, and often requires execution before a civil law notary for shares in Dutch private limited liability companies (BVs). The document is typically prepared following due diligence and involves detailed negotiations between parties' legal counsel, with input from financial and tax advisors.
