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Company Acquisition Agreement Template for Switzerland

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Key Requirements PROMPT example:

Company Acquisition Agreement

"I need a Company Acquisition Agreement under Swiss law for the purchase of a small technology consulting firm based in Zurich, with a planned closing date of March 15, 2025; the transaction will be a straightforward share purchase with no earn-out provisions."

Document background
The Company Acquisition Agreement is the primary transaction document used in Swiss M&A deals to affect the transfer of ownership of a business. It is utilized when one entity intends to acquire another company either through purchase of shares or assets, and must comply with Swiss legal requirements, particularly the Swiss Code of Obligations and the Federal Act on Merger, Demerger, Transformation and Transfer of Assets (Fusion Act). The agreement serves multiple purposes: it documents the transaction structure, sets out the rights and obligations of all parties, establishes the purchase price and payment terms, provides for representations and warranties, and addresses regulatory requirements specific to Swiss law. This document is essential for both domestic Swiss transactions and cross-border deals where Swiss law governs the acquisition.
Suggested Sections

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 what is being sold (shares/assets) and the basic agreement to sell and purchase

5. Purchase Price: Details of the consideration, including amount, payment method, and any price adjustment mechanisms

6. Closing Conditions: Conditions precedent that must be satisfied before the transaction can complete

7. Pre-Closing Obligations: Obligations of the parties between signing and closing, including conduct of business requirements

8. Closing: Mechanics of the closing process, including actions and deliverables required at closing

9. Representations and Warranties: Seller's and buyer's warranties about the business, shares, and their capacity to enter into the transaction

10. Indemnification: Remedies and procedures for breach of warranties or other obligations

11. Limitations of Liability: Limitations on warranty claims and other liability caps and exclusions

12. Confidentiality: Obligations regarding confidential information and announcements

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

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

Optional Sections

1. Real Estate Provisions: Required when the target company owns real estate and Lex Koller considerations apply

2. Employee Matters: Detailed provisions about employee transfers and consultations, required when significant workforce is involved

3. Intellectual Property: Specific provisions for IP-heavy businesses or when IP transfers require special attention

4. Bank Financing: Required when the purchase is subject to external financing arrangements

5. Competition Clearance: Detailed provisions required when the transaction needs competition authority approval

6. Tax Indemnity: Specific tax-related indemnities, particularly relevant in share deals or complex corporate structures

7. Earn-out Provisions: Required when part of the purchase price is contingent on future performance

8. Environmental Matters: Required for industries with significant environmental risks or liabilities

9. Transitional Services: Required when post-closing services need to be provided between parties

Suggested Schedules

1. Target Company Information: Detailed information about the target company including corporate documents and structure

2. Disclosed Information: List of documents provided in due diligence and disclosure

3. Properties: Details of owned and leased real estate

4. Material Contracts: List and copies of key contracts affecting the business

5. Intellectual Property: Schedule of IP rights owned or licensed by the target

6. Employee Information: Details of employees, benefits, and employment terms

7. Permitted Leakage: List of permitted value extractions in locked box mechanisms

8. Required Consents: List of third-party and regulatory consents required

9. Closing Deliverables: Detailed list of documents and actions required at closing

10. Form of Closing Documents: Templates of various certificates and other closing documents

Authors

Alex Denne

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

Relevant legal definitions
Clauses











































Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Healthcare

Retail

Professional Services

Energy

Telecommunications

Construction

Transportation

Consumer Goods

Industrial

Life Sciences

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Board of Directors

Executive Leadership

Tax

Human Resources

Risk Management

Compliance

Corporate Secretariat

Integration Management

Due Diligence

Treasury

Corporate Communications

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Corporate Development Director

Head of Mergers & Acquisitions

Legal Director

Finance Director

Managing Director

Board Member

Company Secretary

Integration Director

Due Diligence Manager

Transaction Manager

Corporate Lawyer

Investment Banker

Financial Controller

Tax Director

HR Director

Risk Manager

Industries









Teams

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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