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The Share Purchase Agreement (SPA) is a fundamental document in Swiss M&A transactions, used when one party wishes to acquire ownership of a company through the purchase of its shares from existing shareholders. This document is essential for both private and public company acquisitions in Switzerland, though the complexity and regulatory requirements may vary significantly. The SPA typically includes detailed provisions on purchase price, payment terms, warranties, indemnities, and conditions precedent, all structured to comply with Swiss law, particularly the Swiss Code of Obligations. It's commonly used in various contexts, from small private company acquisitions to large corporate transactions, and may require additional considerations when involving foreign investors (Lex Koller), regulated industries (FINMA oversight), or listed companies (stock exchange regulations). The agreement serves as the cornerstone document that governs the entire transaction process, from signing through to completion and post-completion obligations.

1. Parties: Identification of seller(s) and purchaser(s) with full legal names and addresses

2. Background: Context of the transaction, including description of the target company and purpose of the agreement

3. Definitions: Key terms used throughout the agreement, including Company, Shares, Completion Date, etc.

4. Sale and Purchase: Core transaction terms including number of shares, purchase price, and basic mechanics of the transfer

5. Purchase Price: Detailed provisions on consideration, payment mechanics, and any price adjustment mechanisms

6. Conditions Precedent: Conditions that must be satisfied before completion of the transaction

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

8. Completion: Mechanics and requirements for closing the transaction, including timing and deliverables

9. Warranties: Seller's representations and warranties about the company, shares, and authority to sell

10. Limitations on Liability: Limitations on warranty claims and other liability restrictions

11. Tax Matters: Tax-related provisions, including allocations of responsibility and tax indemnities

12. Confidentiality: Obligations regarding transaction confidentiality and company information

13. Announcements: Requirements for public statements about the transaction

14. Further Assurance: Obligations to take additional steps necessary to effect the transaction

15. Notices: Process for formal communications between parties

16. Assignment: Restrictions on transfer of rights under the agreement

17. General Provisions: Standard boilerplate provisions including entire agreement, amendments, and severability

18. Governing Law and Jurisdiction: Choice of Swiss law and jurisdiction provisions