The Share Sale Agreement is a fundamental document in Austrian corporate transactions, used when transferring ownership of shares in private or public companies. It serves as the primary transaction document that captures all commercial and legal terms agreed between the parties, including the purchase price mechanism, warranties, indemnities, and closing conditions. Under Austrian law, certain formal requirements must be met for the valid transfer of shares, particularly for GmbH shares which require notarization. The agreement must comply with Austrian corporate law requirements, including those set out in the ABGB, AktG, and GmbHG. This document is typically prepared following extensive negotiations and due diligence, and often involves input from multiple professional advisors including lawyers, tax consultants, and financial advisors. The Share Sale Agreement will also address specific Austrian law considerations such as merger control requirements, transfer restrictions, and corporate approvals.
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1. Parties: Identification of the seller(s) and buyer(s), including full legal names, registration details, and addresses
2. Background: Context of the transaction, description of the target company, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including description of shares being sold, purchase price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion, including regulatory approvals and third-party consents
6. Pre-Completion Obligations: Obligations of the parties between signing and completion, including conduct of business requirements
7. Completion: Mechanics of closing, including timing, location, and actions required at completion
8. Warranties: Seller's representations and warranties regarding the shares, target company, and business
9. Warranty Limitations: Limitations on seller's liability for warranty breaches, including caps, thresholds, and time limits
10. Covenants: Ongoing obligations of the parties, including non-compete and confidentiality provisions
11. Tax Matters: Tax-related provisions, including allocations of liability and tax covenants
12. Confidentiality: Obligations regarding confidential information and announcements
13. Notices: Process and requirements for formal communications between parties
14. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Price Adjustment: Mechanisms for post-completion price adjustments based on completion accounts or earn-outs
2. Seller Financing: Terms of any vendor loan or deferred payment arrangements
3. Employee Matters: Specific provisions regarding employees and employee benefits
4. Real Estate: Specific provisions regarding company-owned real estate
5. Intellectual Property: Detailed provisions regarding IP rights and licenses
6. Bank Financing: Provisions relating to third-party financing arrangements
7. Break Fee: Provisions for payment if the transaction fails under specific circumstances
8. Specific Indemnities: Indemnification for specific identified risks or liabilities
9. Data Protection: Specific provisions regarding GDPR compliance and data transfer
10. Environmental Matters: Specific provisions regarding environmental liabilities and compliance
1. Details of the Target Company: Corporate information, shareholding structure, and subsidiaries
2. Warranties: Detailed seller warranties regarding the company and business
3. Properties: List and details of real estate owned or leased by the target company
4. Material Contracts: List and details of key commercial contracts
5. Intellectual Property: List of IP rights owned or licensed by the target company
6. Employees: List of employees and their key employment terms
7. Completion Requirements: Detailed list of documents and actions required at completion
8. Data Room Index: Index of documents disclosed during due diligence
9. Disclosure Letter: Specific disclosures against the warranties
10. Form of Resignation Letters: Template resignation letters for outgoing directors
11. Form of Powers of Attorney: Template powers of attorney required for completion
12. Completion Accounts Principles: Accounting principles for preparation of completion accounts
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Manufacturing
Technology
Real Estate
Healthcare
Retail
Energy
Transportation
Professional Services
Construction
Agriculture
Telecommunications
Media
Hospitality
Industrial
Consumer Goods
Education
Mining
Automotive
Pharmaceuticals
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Risk Management
Strategy
Business Development
Executive Leadership
Corporate Secretariat
Treasury
Due Diligence
Corporate Governance
Investor Relations
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Director
Corporate Lawyer
M&A Lawyer
Financial Director
Investment Manager
Business Development Director
Company Secretary
Corporate Development Manager
Due Diligence Manager
Risk Manager
Compliance Officer
Tax Director
Strategy Director
Board Member
Managing Director
Finance Manager
Legal Counsel
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