As a key component of an GSB, this section of the agreement generally indicates the number of shares to be acquired and indicates the rights, securities and shares of the shares that the purchaser has acquired. This section should also indicate the purchase price of the shares and their down payment (cash, purchaser securities, repurchase of bonds and liabilities, exchange of assets (real estate, private property, IP, etc.) or a combination of the above, as well as the date and place of the transaction. In this context, it should also be indicated whether the execution of the GTS and the closure will occur simultaneously or whether there will be a discrepancy between the execution and the conclusion (a deferred conclusion). Deferred closures are common and may be necessary for a variety of reasons, including the need for various administrative authorizations and authorizations and, in some cases, the purchaser may need time to arrange third-party financing (as may be the case in a private equity scenario). In some cases, whether concurrent or deferred, the full purchase price is not paid at closing, part of which must be paid at certain future events. An essential distinction should be made between buying shares and buying assets. An investment transaction includes the purchase or sale of some or all of a company`s assets, such as. B equipment, inventory, real estate, contracts or leases. Buying assets can be beneficial because it allows a buyer to selectively reorient himself with the assets he buys.
In addition, the acquisition of assets allows an acquirer to acquire ownership of a business without the liabilities that would accompany the assets when buying shares. In the case of the purchase of assets, a significant SD is still required, especially with regard to the ownership of these assets and the rights of pawn. The completion of a stock or asset acquisition depends on many considerations and the objectives of the purchaser. It would be rare for a provision of the choice of law to be excluded from a G.S.O. (or other cross-border agreement). The absence of a legal choice clause in an GSO would expose the parties, among other things, to unnecessary costs and complex rules to determine which right to apply, including examining where the parties are and where their obligations must be met. In the context of international M-AEs, the non-fixing of the law governing the BSG could be a disaster related to a dispute, particularly if the buyer is based in one jurisdiction and the seller is based in another country, with subsidiaries and assets in several other jurisdictions. Tale contractto preliminare e il share purchase agreement, e regola i rapporti tra acquirente e venditore per il periodo di tempo intercorrente tra la firma (signing) e il passaggio di proprieté (Closing).
Si estende, poi, anche al periodo post-closing. A BSG that is the subject of fierce negotiations and nuances generally contains a compensation clause for liability for losses resulting from misrepresentations and violations of guarantees, alliances and other agreements. The compensation clause may be considered an exclusive remedy or a non-exclusive remedy to assert these rights. As an exclusive remedy, the compensation provisions should specify when and how claims should be filed, processed and paid for, as well as any payment and liability restrictions or qualifications.