The share purchase agreement is a legal document that defines the conditions under which the shares are transferred to a company The buyer and seller will generally sign a written sales contract. The agreement defines the terms of the agreement as well as the rights and obligations associated with the transfer of ownership. The contract is referred to as an asset acquisition contract (“APA”) when the transaction involves assets. It is a share purchase agreement (“SPA”) when shares of a company are involved. As soon as potential buyers discover that they wish to pursue a transaction, they will generally propose the terms of the acquisition in an appointment sheet or letter of intent. The Memorandum of Understanding is a non-binding outline of the essential terms of the transaction, including the structure, purchase price (and adjustments), wage structure, compensation and trust, specific closing conditions and treatment of employees after closing. Often, the MEMORANDUM of understanding may also include an exclusivity or no-shop regime, meaning that the objective should not be discussed with other potential buyers for a certain period of time. Legal review is essential at this stage, as it can be difficult to reopen the agreed points once the MOU has been signed. After signing a law with exclusivity, an important lever moves on the potential buyer.
HSR filing: If the transaction is subject to the Hart-Scott-Rodino Act (HSR), the federal pre-merger notification program, the acquisition agreement will include as a condition of conclusion for both parties that the competent government authorities have either granted an early termination for the filing of the HSR previously carried out by the parties, or that the applicable waiting period has expired. The sales contract sometimes contains provisions that impose financial penalties on the party terminating the agreement. These provisions, commonly referred to as “break fees” (in case of termination by the seller) or “reverse-break fees” (in case of termination by the buyer), are complex and are often conducted in the context of intense negotiations. The topic of break fees will be the subject of a separate article in this publication. When the two sides negotiated the final details of the marking, Mark got confused. He did not know certain legal terms, the details that were discussed or the provisions of the final agreement. Many questions, often difficult, still had to be asked between the parties. Some of Mark`s representations and guarantees became boring for Brian – particularly with respect to his company`s rights – when Mark`s representations and guarantees were false in one way or another. In the event that there is a period between the signing of a definitive sale agreement and the conclusion of the acquisition, the parties must agree on a number of conditions that must be met (or removed) before the acquisition can be completed. These conditions are commonly referred to as “closure conditions.” For the final agreement to be legally enforceable, it must include an “offer,” “acceptance” and “reflection.” As you can see, the final agreement is a complex document and requires a seller to carefully study the details.