Document background
The Sale Of Shares Agreement is a fundamental transaction document used in Dutch corporate acquisitions and mergers. It is required when transferring ownership of shares in a company under Dutch law, whether for complete or partial ownership transfers. The agreement must comply with the Dutch Civil Code (Burgerlijk Wetboek) and often requires notarial execution for private companies. This document typically results from extensive negotiations and due diligence, containing detailed provisions about the transaction structure, warranties about the company's condition, indemnities, and specific Dutch law requirements such as works council consultations where applicable. It's particularly important as it governs not only the immediate transfer but also ongoing obligations and potential liabilities between the parties.
