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Sales Of Shares Agreement Template for Switzerland

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Key Requirements PROMPT example:

Sales Of Shares Agreement

"I need a Swiss Sales of Shares Agreement for the acquisition of 100% shares in a technology company, with specific provisions for intellectual property protection and an earnout mechanism based on 2025 performance targets."

Document background
The Sales Of Shares Agreement under Swiss law serves as the primary transaction document for share transfers between parties, whether for partial or complete acquisition of a company. This document is essential when transferring ownership of shares in Swiss companies or in transactions subject to Swiss law. It must comply with the Swiss Code of Obligations and other relevant Swiss legislation, including securities regulations and corporate law requirements. The agreement typically results from extensive negotiations and due diligence, incorporating detailed provisions on purchase price mechanisms, warranties, indemnities, and conditions precedent. It's particularly important to note that Swiss law has specific requirements regarding share transfers, warranty limitations, and formal requirements that must be reflected in the agreement. The document is commonly used in corporate restructurings, investment transactions, and exit scenarios, requiring careful consideration of both Swiss corporate law and commercial practices.
Suggested Sections

1. Parties: Detailed identification of the Seller(s) and Buyer(s), including full legal names, registration numbers, and registered addresses

2. Background: Context of the transaction, including 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 of Shares: Core transaction terms including identification of shares being sold, ownership details, and encumbrances

5. Purchase Price: Detailed description of the purchase price, payment method, and any price adjustment mechanisms

6. Completion: Timing and mechanics of the completion process, including actions to be taken at completion

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

8. Seller's Warranties: Warranties given by the seller regarding the shares, company, and business

9. Buyer's Warranties: Basic warranties from the buyer regarding capacity and authority to enter into the transaction

10. Limitations on Liability: Limitations on the parties' liability under the warranties and indemnities

11. Pre-Completion Obligations: Obligations of both parties between signing and completion, including conduct of business requirements

12. Confidentiality: Provisions regarding confidential information and announcements

13. Notices: Process and requirements for serving notices under the agreement

14. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and governing law

Optional Sections

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

2. Tax Covenants: Detailed tax-related provisions, particularly important for larger transactions or where specific tax risks are identified

3. Non-Competition and Non-Solicitation: Include when protecting the business from competition by the seller is crucial

4. Transitional Services: Include when the seller needs to provide ongoing services post-completion

5. Employee Matters: Specific provisions relating to employees, particularly important in larger transactions

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

7. Data Protection: Specific data protection provisions when significant personal data is involved

8. Break Fee: Include when parties want to specify compensation for transaction failure

9. Foreign Investment Provisions: Include when foreign investment regulations may apply

Suggested Schedules

1. Details of the Company: Complete corporate information including shareholding structure, subsidiaries, and key corporate documents

2. Completion Obligations: Detailed list of documents and actions required at completion

3. Warranties: Detailed warranties given by the seller

4. Disclosed Documents: List of documents disclosed against the warranties

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

6. Intellectual Property: Schedule of all IP owned or licensed by the company

7. Material Contracts: List and details of key commercial contracts

8. Employee Information: Details of employees, including key terms of employment

9. Bank Account Details: Payment account details for the transaction

10. Data Room Index: Index of all documents provided in due diligence

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

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Relevant Industries

Financial Services

Technology

Manufacturing

Healthcare

Real Estate

Professional Services

Retail

Energy

Transportation

Telecommunications

Media

Pharmaceuticals

Consumer Goods

Industrial

Agriculture

Construction

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Executive Leadership

Treasury

Tax

Corporate Secretariat

Risk Management

Business Development

Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Investment Manager

Private Equity Manager

Corporate Secretary

Compliance Officer

Finance Director

Managing Director

Transaction Manager

Business Development Director

Mergers & Acquisitions Manager

Investment Banker

Board Member

Company Director

General Counsel

Corporate Development 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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