Document background
The Share Sale Agreement is the primary transaction document used in corporate acquisitions involving the transfer of shares under Dutch law. It is typically used when a party wishes to acquire control of a company through the purchase of its shares, rather than its assets. The agreement sets out the complete transaction framework, including the precise mechanics of the share transfer, purchase price and payment terms, warranties about the company's condition, and various protections for both buyer and seller. Under Dutch law, special attention must be paid to formal requirements, particularly for transfers of shares in Dutch private limited companies (BVs) which require execution before a Dutch civil law notary. The document is essential in both private and public M&A transactions, though additional requirements apply for listed companies under the Financial Supervision Act (Wet op het financieel toezicht).
