Document background
The Sale And Purchase Agreement Of Shares is a crucial document used in corporate transactions under Dutch law when transferring ownership of a company through a share sale. This agreement is essential for both private and public company transactions, though additional requirements apply for listed companies. The document must comply with Dutch corporate law requirements, including mandatory notarial involvement for share transfers in Dutch private limited liability companies (BVs) and public limited companies (NVs). It typically includes comprehensive provisions covering purchase price mechanisms, warranties about the company's condition, indemnities for specific risks, and conditions that must be met before completion. The agreement also addresses regulatory requirements such as works council consultation rights and competition law clearances where applicable. This document forms the cornerstone of M&A transactions in the Netherlands and requires careful consideration of both Dutch corporate law and commercial practices.
