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Company Acquisition Contract

Company Acquisition Contract Template for Switzerland

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Key Requirements PROMPT example:

Company Acquisition Contract

"I need a Company Acquisition Contract under Swiss law for a technology company purchase, with specific emphasis on intellectual property protection and an earn-out mechanism based on the target's 2025 performance, plus detailed provisions for employee retention and data protection compliance."

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Document background
The Company Acquisition Contract is a fundamental document in Swiss M&A transactions, used when one entity acquires another through either a share purchase or asset purchase mechanism. This document is essential for transactions governed by Swiss law and must comply with specific requirements under the Swiss Code of Obligations and Federal Act on Mergers. It typically includes comprehensive details about the transaction structure, purchase price mechanisms, representations and warranties, conditions precedent, and closing requirements. The agreement must address unique Swiss legal considerations such as commercial registry filings, notarization requirements where applicable, and specific rules regarding employee transfers. The document serves as the primary reference point for all parties involved in the transaction and forms the basis for post-closing obligations and potential dispute resolution.
Suggested Sections

1. Parties: Identification of the seller(s) and buyer(s), including full legal names, registration numbers, and addresses

2. Background: Context of the transaction, including brief description of the target company and transaction rationale

3. Definitions: Defined terms used throughout the agreement, including Swiss law-specific terminology

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: Detailed provisions on consideration, including amount, payment mechanism, and any adjustments

6. Closing Conditions: Conditions precedent to closing, including regulatory approvals and third-party consents

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

8. Closing: Closing mechanics, including timing, location, and required actions/deliverables

9. Representations and Warranties: Seller's warranties about the company, its business, and assets

10. Indemnification: Provisions for compensation in case of breach of warranties or other obligations

11. Covenants: Ongoing obligations post-closing, including non-compete and confidentiality

12. Tax Matters: Tax-related provisions, including allocations and indemnities

13. Commercial Registry: Requirements and procedures for Swiss commercial registry registration

14. Notices: Communication procedures between parties

15. Governing Law and Jurisdiction: Confirmation of Swiss law governance and jurisdiction for disputes

16. Miscellaneous: Standard boilerplate provisions

17. Execution: Signature blocks and execution requirements

Optional Sections

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

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

3. Real Estate: Special provisions for Swiss real estate transfers if property is material to transaction

4. Intellectual Property: Detailed IP provisions when IP is a key transaction driver

5. Environmental Matters: Specific provisions when environmental risks are material

6. Data Protection: Detailed privacy compliance terms when significant personal data is involved

7. Financing Cooperation: Used when buyer requires seller cooperation for acquisition financing

8. Competition Compliance: Detailed antitrust provisions for larger transactions

9. Transitional Services: When post-closing services from seller are required

Suggested Schedules

1. Schedule 1 - Company Information: Detailed information about the target company, including corporate documents

2. Schedule 2 - Shares/Assets: Detailed description of shares or assets being transferred

3. Schedule 3 - Purchase Price Calculation: Detailed methodology for price calculations and adjustments

4. Schedule 4 - Closing Conditions: Detailed list of all closing conditions and required documents

5. Schedule 5 - Warranties: Full set of warranties given by the seller

6. Schedule 6 - Disclosed Information: List of disclosed documents and information qualifying the warranties

7. Schedule 7 - Real Estate: Details of any real estate owned or leased by the target

8. Schedule 8 - Material Contracts: List and copies of key contracts

9. Schedule 9 - Intellectual Property: List of all IP rights owned or licensed

10. Schedule 10 - Employee Information: Details of employees and employment terms

11. Schedule 11 - Permits and Licenses: List of all regulatory permits and licenses

12. Appendix A - Closing Minutes: Form of closing minutes and completion mechanics

13. Appendix B - Transfer Forms: Forms required for Swiss commercial registry

14. Appendix C - Corporate Resolutions: Required corporate approvals and resolutions

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














































































Clauses
























































Relevant Industries

Financial Services

Manufacturing

Technology

Healthcare

Real Estate

Retail

Professional Services

Energy

Telecommunications

Consumer Goods

Industrial

Life Sciences

Infrastructure

Media and Entertainment

Agriculture

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Strategy

Tax

Risk & Compliance

Human Resources

Corporate Secretariat

Business Development

Executive Leadership

Board of Directors

Due Diligence

Integration

Treasury

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Development Director

M&A Director

Legal Director

Finance Director

Corporate Secretary

Head of Strategy

Investment Manager

Corporate Lawyer

Transaction Manager

Due Diligence Manager

Integration Manager

Risk Manager

Tax Director

Company Secretary

Board Member

Managing Director

Business Development Director

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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