Document background
The Shareholders Agreement and Share Purchase Agreement is a crucial document used in Dutch corporate transactions where there is both a transfer of ownership and a need to establish ongoing governance arrangements. This combined agreement is particularly relevant in situations involving partial stake sales, joint ventures, or company restructuring where multiple shareholders will continue to be involved in the business. The document needs to comply with Dutch legal requirements, including the Dutch Civil Code and relevant corporate regulations. It typically includes detailed provisions on share valuation, transfer mechanics, warranties, board composition, reserved matters, minority protections, and exit rights. This type of agreement is commonly used in private companies, whether they are family businesses, scale-ups seeking investment, or established corporations undergoing ownership changes.
