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Common Stock Purchase Agreement

Common Stock Purchase Agreement Template for Switzerland

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Key Requirements PROMPT example:

Common Stock Purchase Agreement

"I need a Common Stock Purchase Agreement under Swiss law for the acquisition of 25% shares in a private technology company, with standard representations and warranties, closing scheduled for March 2025, and payment in two installments."

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Document background
The Common Stock Purchase Agreement is a fundamental transaction document used when acquiring shares in a Swiss company. It is essential for both private and public company transactions, though specific requirements may vary based on the company's status. The agreement must comply with Swiss law, particularly the Code of Obligations (Articles 620-763 governing stock corporations and Articles 184-215 governing purchase contracts), and may require notarization for certain transactions. This document is typically used in situations ranging from minority stake acquisitions to complete buyouts, and includes critical elements such as share transfer mechanics, purchase price provisions, representations about the company's status, and closing conditions. It must address specific Swiss requirements regarding share transfers, corporate approvals, and registration procedures, while also considering any applicable financial market regulations, particularly for listed companies or transactions exceeding certain thresholds.
Suggested Sections

1. Parties: Identification of the seller(s) and purchaser(s) with full legal names and addresses

2. Background: Context of the transaction, including company details and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Sale and Purchase of Shares: Core transaction terms including number of shares, price per share, and total purchase price

5. Purchase Price and Payment: Payment terms, method, and timing of payment

6. Closing: Conditions precedent, closing mechanics, and timing

7. Representations and Warranties of Seller: Seller's confirmations regarding share ownership, authority to sell, and company status

8. Representations and Warranties of Purchaser: Purchaser's confirmations regarding authority, financial capacity, and regulatory compliance

9. Covenants: Ongoing obligations of the parties before and after closing

10. Indemnification: Provisions for compensation in case of breach or misrepresentation

11. Termination: Circumstances under which the agreement can be terminated

12. Notices: Communication procedures between parties

13. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction

14. Miscellaneous: Standard boilerplate provisions including entire agreement, amendments, and severability

Optional Sections

1. Tag-Along Rights: Include when minority shareholders need protection to join in sale of majority stakes

2. Drag-Along Rights: Include when majority shareholders need right to force minority to join in sale

3. Board Composition: Include when purchase includes rights to board representation

4. Non-Competition: Include when seller needs to be restricted from competing post-sale

5. Earn-out Provisions: Include when part of purchase price is contingent on future performance

6. Tax Matters: Include when specific tax structuring or allocations are needed

7. Shareholders Agreement Integration: Include when purchaser must adhere to existing shareholders agreement

8. Registration Rights: Include for potential future IPO scenarios

Suggested Schedules

1. Schedule 1 - Share Details: Details of shares including class, nominal value, and certificate numbers

2. Schedule 2 - Company Information: Key company details including registration number, address, and capital structure

3. Schedule 3 - Warranties: Detailed warranties about the company and its business

4. Schedule 4 - Closing Checklist: List of documents and actions required for closing

5. Schedule 5 - Form of Share Transfer Form: Template for Swiss law compliant share transfer documentation

6. Schedule 6 - Disclosed Information: List of information disclosed against warranties

7. Appendix A - Board Resolution: Copy of board approval for the transaction

8. Appendix B - Corporate Registry Excerpts: Recent commercial registry excerpts for relevant entities

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions













































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Relevant Industries

Financial Services

Technology

Manufacturing

Healthcare

Real Estate

Professional Services

Retail

Energy

Telecommunications

Consumer Goods

Industrial

Life Sciences

Media and Entertainment

Agriculture

Transportation and Logistics

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Executive Leadership

Investment

Corporate Secretariat

Treasury

Risk Management

Corporate Governance

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Investment Director

Mergers & Acquisitions Manager

Legal Counsel

Corporate Development Director

Finance Director

Business Development Manager

Compliance Officer

Investment Banker

Private Equity Manager

Venture Capital Associate

Transaction Lawyer

Board Member

Company Director

Corporate Governance Officer

Industries








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Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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