Document background
The Preliminary Share Purchase Agreement is a critical document used in the early stages of M&A transactions under Dutch law, serving as a bridge between initial negotiations and the final share purchase agreement. This document is typically employed when parties have reached preliminary understanding on key commercial terms but require a formal framework for further due diligence and detailed negotiations. It includes essential provisions regarding confidentiality, exclusivity, and the proposed transaction structure, while clearly distinguishing between binding and non-binding obligations. The agreement must comply with Dutch corporate law requirements and often includes specific provisions relating to works council consultation rights and regulatory approvals. As a preliminary document, it helps parties manage expectations, allocate costs and responsibilities during the due diligence phase, and establish a clear pathway toward the definitive agreement.
