Merger and acquisition agreements cover a variety of contracts to transfer businesses or companies. This share purchase agreement developed by the International Chamber of Commerce (ICC) becomes extremely useful in any situation where the entire issued share capital of a company or business is acquired by another.
The ICC Model Contract Mergers and Acquisitions is an invaluable tool helping parties and lawyers who are not specialised in merger and acquisition contracts draft a simple contract. It covers the most common issues involved while leaving enough flexibility for the parties to work out special situations for themselves.
Buyers, sellers, lawyers and scholars will find in this model contract a useful companion in their daily work which will help them deal with pre-closing and post-closing undertakings, price and closing, warranties, indemnification, restrictive covenants and confidentiality, among other issues covered in the annexes and schedules.
Each ICC Model Contract includes a fully editable version in Microsoft Word, permitting you to easily adapt the contract to your specific case.
| Code ISBN : | 978-92-842-0688-9 |
| Number of pages : | 51 |
| Publishing date : | 2024 |
| Language : | English |
| Format in cm : | 18.8*27.4 |
Foreword..... 5
Introduction..... 6
- The present model..... 6
- The drafting technique used..... 6
- The negotiation and conclusion of SPA’s: order of events...... 6
- Possible adjustment of the price: closing accounts and earn-outs...... 7
- The negotiation of the payment conditions...... 8
- Warranties and disclosure letter..... 8
- Knowledge of the buyer and breaches of warranties...... 9
- Applicable law...... 10
Share purchase agreement...... 12
Article 1 Definitions...... 12
Article 2 Good faith and fair dealing..... 12
Article 3 Object of the Agreement...... 13
Article 4 Price..... 13
Article 5 Conduct of business, and material adverse change..... 13
Article 6 Closing..... 13
Article 7 Post-closing undertakings..... 14
Article 8 Warranties...... 14
Article 9 Seller’s liability for Warranty Breach..... 14
Article 10 Claim procedure..... 14
Article 11 Limitation of liability for Warranty Breaches..... 15
Article 12 Payment for breach..... 16
Article 13 Restrictive covenants..... 17
Article 14 Confidentiality/Announcements..... 17
Article 15 General..... 17
Article 16 Notices..... 18
Article 17 Resolution of disputes..... 18
Article 18 Applicable law..... 19
Article 19 Automatic inclusion under the present Agreement..... 19
Annexes
Annex 1 Company information..... 20
Annex 2 Shares..... 21
Annex 3 Pre-closing items (article 6.1)..... 22
Annex 4 Checklist of documents and/or items to be delivered at closing..... 24
Schedules..... 26
Schedule A Representations and warranties..... 26
Schedule B Exceptions and qualifications to the representations and warranties..... 26
A.1 The Company..... 27
A.2 The Shares..... 28
A.3 The Seller..... 28
A.4 Accounts..... 29
A.5 Position since the Accounts Date4..... 29
A.6 Receivables..... 30
A.7 Taxes..... 31
A.8 Subsidiaries..... 32
A.9 Real Estates..... 32
A.10 Environmental Matters..... 33
A.11 Assets..... 34
A.12 Insurance..... 35
A.13 Bank Accounts..... 36
A.14 Conduct of Business, Commercial Contracts and Joint Ventures..... 37
A.15 Agency and Distribution Agreements...... 39
A.16 Personnel..... 39
A.17 Pensions..... 42
A.18 Intellectual Property Rights..... 43
A.19 Litigation..... 44
A.20 Grants..... 44
A.21 Special Contracts and Arrangements..... 45
A.22 Transactions with Shareholders or Directors..... 45
A.23 Competition Matters..... 46
A.24 Information Technology Systems..... 46
A.25 Effect of this Agreement..... 48
Appendix
UNIDROIT Principles 2016..... 49
About the International Chamber of Commerce (ICC)..... 50
ICC Publications..... 51