Company Sales Agreement

Company Sales Agreement Template for Denmark

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Document background

The Company Sales Agreement is a crucial document used in corporate transactions under Danish law when one entity wishes to acquire another company, either through a share purchase or asset sale. This comprehensive agreement outlines all aspects of the transaction, including purchase price, payment mechanisms, warranties, and post-completion obligations. It must comply with Danish legal requirements, particularly the Danish Contracts Act, Companies Act, and relevant employment legislation. The document is essential for both domestic and cross-border transactions involving Danish companies, providing legal certainty and clear framework for the transfer of ownership. It typically involves extensive due diligence and may require regulatory approvals depending on the transaction size and sector.

Suggested Sections

1. Parties: Identification and details of the seller and purchaser, including company registration numbers

2. Background: Context of the transaction and brief description of the company being sold

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core provision describing the assets/shares being sold and basic transaction structure

5. Purchase Price: Details of the consideration, including any adjustments and payment mechanisms

6. Completion: Timing and mechanics of closing the transaction

7. Conditions Precedent: Conditions that must be satisfied before completion occurs

8. Pre-Completion Obligations: Seller's obligations regarding company operation between signing and completion

9. Warranties: Seller's warranties about the company, its assets, and operations

10. Limitations on Seller's Liability: Limitations and caps on warranty claims and other seller liabilities

11. Tax Covenants: Specific provisions regarding tax matters and indemnities

12. Confidentiality: Obligations regarding transaction confidentiality and company information

13. Announcements: Provisions regarding public announcements about the transaction

14. Further Assurance: Obligations to take further actions necessary to give effect to the agreement

15. Assignment: Restrictions on transferring rights under the agreement

16. Notices: Process for formal communications between parties

17. Governing Law and Jurisdiction: Specification of Danish law and jurisdiction for disputes

18. Execution: Signature blocks and execution formalities

Optional Sections

1. Non-Compete Provisions: Restrictions on seller's future competitive activities - include when seller could compete with the business

2. Employee Matters: Specific provisions regarding transfer of employees - include when employees are transferring

3. Real Estate: Specific provisions regarding property transfers - include when company owns real estate

4. Intellectual Property: Detailed IP provisions - include when IP is a significant company asset

5. Environmental Matters: Environmental warranties and indemnities - include for manufacturing or industrial businesses

6. Data Protection: GDPR compliance provisions - include when significant personal data is involved

7. Earn-out Provisions: Structure for additional future payments - include when part of purchase price is performance-based

8. Bank Financing: Provisions relating to external financing - include when purchase is externally financed

Suggested Schedules

1. Company Details: Detailed information about the company, including corporate documents

2. Properties: List and details of real estate owned or leased by the company

3. Intellectual Property Rights: Schedule of IP owned or licensed by the company

4. Employee Information: List of employees and their key employment terms

5. Material Contracts: Summary of key commercial contracts

6. Bank Accounts: Details of company bank accounts and financial facilities

7. Completion Obligations: Detailed list of completion deliverables

8. Warranties: Detailed warranties about the company and business

9. Disclosed Documents: List of documents disclosed against the warranties

10. Purchase Price Adjustment: Detailed mechanics for any price adjustment

11. Tax Deed: Detailed tax covenant and related provisions

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