Que Es Un Stock Purchase Agreement

The contract consists of five main parts: (1) Description of the transaction; (2) the terms of the contract; (3) representations and guarantees; (4) liability restrictions; (5) conditions. As a general rule, the contract defines a minimum of liability that can be the subject of a debate on the seller`s liability, so that the parties exclude the possibility of minor issues. For each transaction, depending on the size, the amount of the being in which the parties feel comfortable in structuring the agreement. The terms of the sales and sale agreement include, among other things, prohibitions on competition. These clauses are intended to prevent the seller from setting up a parallel business and taking customers from you. It aims to protect the goodwill of the company. If you would like more information about the share purchase agreement, please contact us. Before the agreement is reached, a Memorandum of Understanding will be established to explain the proposed sale. A buyer must have due diligence and must ensure that the sales contract and the MEMORANDUM of understanding have the same conditions. The seller should specifically examine the sales and purchasing sector as well as the area of guarantees and representations. The sales and purchasing sector should have exactly the same conditions as the MOU. If differences are found, they are likely due to the buyer`s duty of care and must be negotiated before the purchase agreement is concluded. If a company or individual buys or sells shares in the company with another company or person, they should use a share purchase agreement.

For example, if a company has two partners in equal parts and one of them leaves the partnership, a share purchase agreement can be used to buy its shares in the company. If all shares are acquired, the purchase of trade agreements can be used instead. A share purchase contract is a legal contract between a buyer and a seller – sometimes indicated in the contract as “buyer” and “seller” — in which the seller sells a specified number of shares at a specified price. The agreement is proof that the sale and its terms were agreed upon. Share purchase contracts can be used in all cases where one person or company sells shares to another. Agreements are most used when the shares in question are transferred to companies in two different countries under two different legal systems or when the shares are sold outside a standard trading platform or a stock exchange. The acquisition of shares is the acquisition of a company`s operating activities. None of the existing contracts with the company change. When a shareholder sells its shares in a company, it achieves a complete break in the relationship between it and the target business. However, the buyer will insist on a number of contractual commitments concerning the company (guarantees) that will bind the shareholder after the sale. The signing of a share purchase agreement is usually preceded by a legal review or “due diligence”, i.e. the legal, accounting, financial and technical verification of the current situation of the business by the purchaser.

Once due diligence is completed satisfactorily, the share purchase agreement is usually signed in a private document (in legal jargon, this phase is called “signing”). However, as a general rule, the transaction does not take place; In other words, there is no actual transfer of ownership of the shares to the buyer.