Document background
The Purchase Of Shares Agreement is a crucial document used in corporate transactions under German law when one party wishes to acquire ownership of shares in a company from another party. It is particularly important in the German context due to specific legal requirements, such as mandatory notarization for GmbH share transfers and compliance with the German Civil Code (BGB) and Commercial Code (HGB). The agreement serves multiple purposes: it documents the transaction terms, establishes the rights and obligations of all parties, provides protection through warranties and indemnities, and ensures compliance with relevant German corporate, tax, and competition laws. This document is typically prepared following extensive due diligence and negotiations, and may require additional regulatory approvals depending on the transaction size and sector. The agreement must address specific German law concepts and requirements while also incorporating international best practices for share acquisitions.
