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Company Acquisition Contract

Company Acquisition Contract Template for Denmark

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Company Acquisition Contract

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Document background
The Company Acquisition Contract is a fundamental document used in mergers and acquisitions transactions under Danish law when one company or group of shareholders intends to purchase another company. This comprehensive agreement is essential for documenting the legal, financial, and operational terms of the acquisition, ensuring compliance with Danish corporate law requirements, including the Danish Companies Act and related regulations. The document typically includes detailed provisions on purchase price mechanics, warranties and indemnities, conditions precedent, closing procedures, and post-closing obligations. It's particularly important in the Danish context as it must address specific local requirements regarding employee rights, competition law, and corporate governance. The contract serves as the primary reference point for all parties involved in the transaction and forms the basis for any future dispute resolution.
Suggested Sections

1. Parties: Identification of the seller(s) and buyer(s), including full legal names, registration numbers, and registered addresses as per Danish company registry requirements

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

3. Definitions: Detailed definitions of key terms used throughout the agreement, including specific Danish legal terminology where applicable

4. Sale and Purchase: Core transaction terms including the shares/assets being sold and basic purchase obligation

5. Purchase Price: Detailed description of the purchase price, payment method, and any price adjustment mechanisms

6. Closing Conditions: Conditions precedent to closing, including required regulatory approvals under Danish law

7. Pre-Closing Obligations: Obligations of both parties between signing and closing, including conduct of business requirements

8. Closing: Detailed closing mechanism, including timing, location, and required deliverables

9. Warranties: Seller's warranties regarding the company, its business, and compliance with Danish law

10. Limitations of Liability: Limitations on seller's liability for warranty breaches and other claims

11. Tax Matters: Specific provisions regarding tax liabilities and indemnities under Danish tax law

12. Confidentiality: Confidentiality obligations regarding the transaction and company information

13. Announcements: Requirements for public announcements, particularly important if any party is publicly listed

14. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes

15. Execution: Signature blocks and execution formalities complying with Danish legal requirements

Optional Sections

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

2. Employee Matters: Specific provisions regarding employee transfers and obligations, required if employees are being transferred

3. Real Estate: Specific provisions for real estate owned by the target company, if applicable

4. Intellectual Property: Detailed IP provisions if the target company has significant IP assets

5. Environmental Matters: Specific provisions regarding environmental liabilities if relevant to the target business

6. Competition Compliance: Detailed competition law provisions if the transaction requires merger control approval

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

8. Escrow Arrangements: Required if part of the purchase price will be held in escrow

9. Break Fee: Provisions for break fee if there's a risk of the transaction not completing

Suggested Schedules

1. Details of the Target Company: Complete corporate information, shareholders, and corporate structure

2. Warranties: Detailed warranties given by the seller

3. Properties: List and details of all real estate owned or leased by the target company

4. Intellectual Property Rights: Complete list of IP rights owned or licensed by the target company

5. Material Contracts: List and copies of all material contracts

6. Employees: List of employees with key terms of employment

7. Pension Schemes: Details of all pension arrangements

8. Bank Accounts: Details of all bank accounts and banking arrangements

9. Data Room Index: Index of all documents provided in due diligence

10. Closing Deliverables: List of all documents to be delivered at closing

11. Disclosed Documents: List of documents disclosed against the warranties

12. Form of Transfer Documents: Templates for share transfer forms and other closing documents

Authors

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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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