Document background
The Share Sale Agreement is the primary transaction document used when acquiring or disposing of shares in a Swiss company. It is essential for both private and public M&A transactions in Switzerland, though its specific content varies based on whether the target is a private or public company. The agreement must comply with Swiss law, particularly the Swiss Code of Obligations (CO) and, where applicable, Swiss financial market regulations and merger control rules. It typically includes comprehensive warranties about the target company's business, detailed price adjustment mechanisms, and specific Swiss law provisions regarding liability limitations. The document is particularly important in cross-border transactions where Swiss-specific requirements like Lex Koller (regarding foreign acquisition of real estate) must be addressed. The Share Sale Agreement serves as the cornerstone document that governs not only the transfer of shares but also the entire relationship between buyer and seller, including their rights and obligations before, during, and after the transaction.
