Forward Share Purchase Agreement

Forward Share Purchase Agreement Template for Denmark

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Document background

The Forward Share Purchase Agreement (FSPA) is a sophisticated legal instrument used in Danish corporate transactions where parties agree to a share transfer that will take place at a future date. This type of agreement is particularly useful in scenarios where immediate share transfer is not feasible or desired, such as when regulatory approvals are pending, financing arrangements need to be finalized, or specific conditions must be met before completion. The document, governed by Danish law, typically includes comprehensive details about the share valuation, payment terms, conditions precedent, pre-completion covenants, and completion mechanics. It provides security to both parties by legally binding them to the future transaction while establishing clear rights, obligations, and protections. The FSPA must comply with Danish corporate law requirements, particularly the Danish Companies Act and relevant securities regulations, making it essential to have proper legal guidance in its preparation and execution.

Suggested Sections

1. Parties: Identification of the seller(s) and buyer(s) with full legal names and registration details

2. Background: Context of the transaction, including description of the target company and reason for the forward purchase structure

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core agreement to sell and purchase the shares at a future date

5. Purchase Price: Specification of the purchase price, including any adjustment mechanisms and payment terms

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

7. Pre-Completion Obligations: Obligations of both parties between signing and completion

8. Completion: Process and requirements for completion of the share transfer

9. Warranties: Seller's warranties regarding the shares and the target company

10. Covenants: Ongoing obligations of the parties

11. Termination: Circumstances under which the agreement can be terminated

12. Confidentiality: Obligations regarding confidential information

13. Notices: Process for serving notices under the agreement

14. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes

Optional Sections

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

2. Security Arrangements: Required when either party needs to provide security for their obligations

3. Tag-Along Rights: Included when minority shareholders need protection in case of future share sales

4. Drag-Along Rights: Included when majority shareholders need the right to force minority shareholders to join in a sale

5. Non-Competition: Required when the seller needs to be restricted from competing post-completion

6. Management Provisions: Used when specific management arrangements need to be agreed for the period between signing and completion

7. Break Fee: Included when parties want to specify compensation for failure to proceed

8. Tax Covenant: Required for complex transactions with specific tax implications

Suggested Schedules

1. Share Details: Details of the shares being sold, including class, numbers, and any encumbrances

2. Target Company Information: Corporate information about the target company

3. Warranties: Detailed warranties given by the seller

4. Completion Requirements: Detailed list of documents and actions required at completion

5. Purchase Price Calculation: Detailed mechanism for calculating the final purchase price

6. Conditions Precedent: Detailed list of all conditions precedent

7. Permitted Encumbrances: List of permitted encumbrances on the shares or company assets

8. Form of Transfer Documents: Templates of share transfer forms and other required documentation

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Forward Share Purchase Agreement Template for Denmark

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