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Company Sale Contract

Company Sale Contract Template for Switzerland

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Key Requirements PROMPT example:

Company Sale Contract

"I need a Company Sale Contract under Swiss law for the sale of a medium-sized technology company with significant intellectual property assets, including provisions for an earn-out mechanism and specific warranties related to software licenses and data protection compliance."

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Document background
The Company Sale Contract is a fundamental document in Swiss M&A transactions, used when transferring ownership of a business entity in Switzerland. It must comply with Swiss legal requirements, particularly the Swiss Code of Obligations, Merger Act, and where applicable, financial market regulations and competition law. This contract type is essential for documenting the terms of the sale, including purchase price, warranties, indemnities, and conditions precedent. It typically includes comprehensive provisions protecting both parties' interests, detailed schedules specifying company information, and mechanisms for price adjustments and dispute resolution. The document requires careful consideration of Swiss-specific elements such as form requirements, notarization needs for certain provisions, and potential requirements under Lex Koller for foreign buyers.
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, including brief description of the target company and purpose of the agreement

3. Definitions: Defined terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including shares/assets being sold and purchase price

5. Purchase Price and Payment: Detailed price structure, payment mechanisms, and any adjustments

6. Conditions Precedent: Conditions that must be satisfied before completion can occur

7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business

8. Completion: Mechanics of closing, including actions and deliverables required

9. Warranties: Seller's representations and warranties about the company and business

10. Limitations on Liability: Limitations on warranty claims and general liability caps

11. Tax Covenants: Tax-related warranties and indemnities

12. Confidentiality: Obligations regarding transaction and business information confidentiality

13. Announcements: Rules for public statements about the transaction

14. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction for disputes

15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Real Estate Provisions: Required when target company owns real estate, especially regarding Lex Koller compliance

2. Intellectual Property Rights: Detailed provisions when IP is a significant asset of the target company

3. Employee Matters: Specific provisions for employee transfers and obligations when significant workforce is involved

4. Competition Law Compliance: Required for larger transactions requiring merger control clearance

5. Environmental Matters: Necessary when target company has significant environmental exposures or obligations

6. Bank Financing: Required when purchase is funded through external financing

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

8. Non-Compete Obligations: When seller restrictions are required post-completion

9. Data Protection: Detailed provisions when significant personal data processing is involved

Suggested Schedules

1. Company Details: Full corporate information about the target company

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

3. Warranties: Full list of seller's warranties

4. Properties: Details of real estate owned or leased by the company

5. Intellectual Property: List of IP rights owned or licensed by the company

6. Material Contracts: Summary of key commercial contracts

7. Employee Information: List of employees and employment terms

8. Completion Obligations: Detailed list of completion deliverables

9. Data Room Index: Index of due diligence materials provided

10. Disclosed Matters: Information disclosed against the warranties

11. Form of Resignation Letters: Template resignation letters for departing directors

12. Form of Power of Attorney: Template powers of attorney for completion actions

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

Manufacturing

Technology

Financial Services

Professional Services

Real Estate

Healthcare

Retail

Energy

Telecommunications

Transportation

Construction

Hospitality

Agriculture

Media and Entertainment

Education

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Management

Business Development

Compliance

Tax

Human Resources

Strategy

Corporate Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

M&A Director

Business Development Director

Company Secretary

Finance Director

Legal Counsel

Transaction Manager

Due Diligence Manager

Corporate Development Manager

Investment Director

Board Member

Managing 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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