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Company Share Purchase Agreement

Company Share Purchase Agreement Template for Germany

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Key Requirements PROMPT example:

Company Share Purchase Agreement

"I need a Company Share Purchase Agreement for the acquisition of 100% shares in a German technology company, with completion scheduled for March 2025 and including standard warranties and representations, but we need strong confidentiality provisions due to sensitive intellectual property."

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Document background
The Company Share Purchase Agreement is a fundamental transaction document used in German M&A deals for the acquisition of company shares. It is essential for both domestic and cross-border transactions involving German target companies, requiring compliance with German corporate law, including the German Civil Code (BGB), Commercial Code (HGB), and specific corporate legislation depending on the company form (GmbH-Gesetz or Aktiengesetz). The document typically requires notarization under German law and includes comprehensive provisions covering purchase price mechanisms, warranties, indemnities, conditions precedent, and completion mechanics. It's particularly important in private M&A transactions and must address specific German legal requirements such as form requirements, transfer restrictions, and regulatory approvals.
Suggested Sections

1. Parties: Identification of the seller(s) and purchaser(s) with full legal details

2. Background: Context of the transaction, including description of the target company and purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms including description of shares being sold and purchase price

5. Purchase Price: Detailed provisions on consideration, payment mechanics, and any price adjustment mechanisms

6. Conditions Precedent: Conditions that must be satisfied before completion can occur

7. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements

8. Completion: Mechanics and requirements for closing the transaction, including deliverables and timing

9. Warranties: Seller's warranties regarding the company, its business, and the shares being sold

10. Limitations on Liability: Limitations on warranty claims and other liability restrictions

11. Tax Matters: Tax-related warranties, indemnities, and allocation of tax risks

12. Confidentiality and Announcements: Provisions regarding confidentiality obligations and public communications

13. General Provisions: Standard boilerplate clauses including notices, amendments, governing law, etc.

Optional Sections

1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance

2. Employee Matters: Required when specific arrangements for key employees or general workforce are needed

3. Real Estate: Necessary when the target company owns significant real estate assets

4. Intellectual Property: Important when IP assets are a key component of the transaction

5. Non-Competition: Required when seller restrictions post-completion are necessary

6. Transitional Services: Used when the seller will provide services to the target company post-completion

7. Bank Financing: Needed when the purchase is contingent on or involves external financing

8. Environmental Matters: Required for companies with significant environmental risks or obligations

Suggested Schedules

1. Details of the Company: Corporate information, shareholding structure, and subsidiaries

2. Warranties: Detailed warranties about the company, business, and shares

3. Properties: List and details of all real estate owned or leased

4. Intellectual Property Rights: Schedule of all IP owned or licensed by the company

5. Material Contracts: List and summary of key commercial contracts

6. Employees: Details of employees, including key terms and benefits

7. Completion Deliverables: List of all documents and items to be delivered at completion

8. Data Room Index: Index of due diligence materials provided

9. Permitted Leakage: List of permitted value transfers in case of locked box mechanism

10. Bank Accounts: Details of all company bank accounts and signing authorities

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions

































































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Relevant Industries

Manufacturing

Technology

Financial Services

Real Estate

Healthcare

Retail

Energy

Professional Services

Industrial

Consumer Goods

Transportation

Media and Entertainment

Telecommunications

Life Sciences

Construction

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Management

Tax

Compliance

Due Diligence

Corporate Secretariat

Risk Management

Business Development

Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Corporate Development Director

M&A Director

Investment Manager

Corporate Lawyer

Finance Director

Business Development Director

Company Secretary

Transaction Manager

Due Diligence Manager

Integration Director

Risk Manager

Industries










Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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