Document background
The Share Sale and Purchase Agreement (SPA) is a fundamental transaction document used in corporate acquisitions under Dutch law. It is employed when one party wishes to acquire ownership of a company through the purchase of its shares from existing shareholders. The document typically comes into play following initial negotiations and due diligence, serving as the definitive agreement that governs the entire transaction. Under Dutch law, special attention must be paid to specific requirements such as notarial execution of share transfers, works council rights, and corporate governance rules. The SPA includes detailed provisions on purchase price mechanisms, warranties about the target company's condition, indemnities for specific risks, conditions for completing the transaction, and post-completion obligations. It's particularly important in private M&A transactions and requires careful consideration of Dutch corporate law, tax implications, and regulatory requirements.
