Document background
The Stock Purchase Agreement is a fundamental transaction document used in share acquisitions under Dutch law. It is employed when a party wishes to acquire ownership of a company through the purchase of its shares from existing shareholders. The agreement must comply with Dutch corporate law requirements, including specific formalities for share transfers, which often require execution before a Dutch civil law notary. The document covers crucial aspects such as purchase price mechanics, warranties about the target company's condition, pre-completion covenants, and post-completion obligations. It's particularly important to consider Dutch-specific elements such as works council rights, mandatory corporate approvals, and local market practice for warranty and indemnity provisions. The agreement serves as the primary document governing the relationship between buyers and sellers throughout the transaction process and often forms the basis for post-completion rights and obligations.
