Shares Purchase Agreement

Shares Purchase Agreement Template for Germany

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Key Requirements PROMPT example:

"I need a Share Purchase Agreement under German law for the acquisition of a medium-sized technology company, with an expected closing date in March 2025, including specific provisions for intellectual property protection and an earn-out mechanism based on future performance."

Document background

A Share Purchase Agreement is the primary transaction document used in corporate acquisitions involving the purchase of shares in a company. This version is specifically drafted under German law and incorporates requirements from the German Civil Code, Commercial Code, and relevant corporate statutes. The agreement is essential for documenting the legal transfer of ownership in shares, establishing the terms of the transaction, and allocating risks between parties. It typically includes detailed provisions on purchase price mechanics, warranties about the target company's condition, indemnities, closing conditions, and post-closing obligations. The document must comply with specific German legal requirements, including form requirements for share transfers (particularly for GmbH shares which require notarization) and considers German market practice in M&A transactions.

Suggested Sections

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

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

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

4. Sale and Purchase: Core transaction terms including identification of shares being sold and basic sale mechanics

5. Purchase Price: Purchase price, payment terms, and any price adjustment mechanisms

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

7. Pre-Closing Obligations: Parties' obligations between signing and closing, including conduct of business requirements

8. Closing: Mechanics and requirements for completing the transaction

9. Seller's Warranties: Representations and warranties given by the seller regarding the shares and target company

10. Purchaser's Warranties: Basic representations and warranties given by the purchaser

11. Liability and Indemnification: Terms governing liability, limitations, and indemnification obligations

12. Confidentiality: Obligations regarding confidential information

13. Announcements: Requirements for public announcements about the transaction

14. Notices: Process for formal communications between parties

15. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, and entire agreement

Optional Sections

1. Purchase Price Escrow: Used when part of the purchase price is held in escrow for claims or adjustments

2. Bank Guarantee: Required when purchase price payment is secured by bank guarantee

3. Earn-out Provisions: Included when part of purchase price is contingent on future performance

4. Non-Competition: Required when seller needs to be restricted from competing post-closing

5. Transition Services: Used when seller will provide services to target company post-closing

6. Employee Matters: Detailed provisions about employee treatment when significant HR issues exist

7. Tax Covenant: Detailed tax provisions when specific tax risks or structuring exists

8. Real Estate Matters: Specific provisions when target company has significant real estate holdings

9. Intellectual Property: Detailed IP provisions when target company has significant IP assets

10. Data Protection: Enhanced provisions when significant personal data processing is involved

Suggested Schedules

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

2. Details of the Sale Shares: Specific description and allocation of shares being sold

3. Purchase Price Calculation: Detailed methodology for calculating and adjusting purchase price

4. Closing Actions: Detailed list of documents and actions required at closing

5. Seller's Warranties: Full set of detailed warranties given by seller

6. Disclosure Letter: Seller's disclosures against warranties

7. Material Contracts: List and copies of target company's material contracts

8. Real Estate: Details of owned and leased properties

9. Intellectual Property: List of IP rights and registrations

10. Employee Information: Details of key employees and employment terms

11. Required Consents: List of third-party and regulatory consents required

12. Form of Resignation Letters: Template resignation letters for departing directors

13. Form of Powers of Attorney: Template powers of attorney required for closing

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok��˰� | 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

Clauses

Relevant Industries

Manufacturing

Technology

Financial Services

Real Estate

Healthcare

Retail

Energy

Telecommunications

Professional Services

Transportation

Construction

Media and Entertainment

Agriculture

Mining and Resources

Education

Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Risk & Compliance

Business Development

Treasury

Tax

Corporate Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Corporate Development Director

M&A Director

Investment Manager

Legal Counsel

Corporate Lawyer

Finance Director

Business Development Director

Transaction Manager

Company Secretary

Risk Manager

Compliance Officer

Due Diligence Manager

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