Document background
The Share And Asset Purchase Agreement (SAPA) is utilized in complex Swiss business transactions where parties wish to acquire both shares in a company and specific assets, either from the target company or related entities, in a single transaction. This document is particularly relevant when the transaction structure requires both share ownership transfer and direct asset acquisitions, common in corporate restructurings, business combinations, or partial business acquisitions. The agreement must comply with Swiss law requirements, particularly the Swiss Code of Obligations, and includes detailed provisions for both types of transfers, necessary approvals, regulatory compliance (including Lex Koller for real estate), tax considerations, and employee transfer provisions where applicable.
