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Share Purchase Agreement Template for Denmark

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Share Purchase Agreement

I need a Share Purchase Agreement for the acquisition of a Danish software company, where we're buying 100% of the shares from three individual sellers, with completion planned for March 2025 and including an earn-out mechanism based on the company's 2025 performance.

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What is a Share Purchase Agreement?

The Share Purchase Agreement is a crucial legal document used in corporate acquisitions and sales transactions under Danish law. It is typically employed when a party wishes to acquire ownership of a company through the purchase of its shares from existing shareholders. The agreement serves multiple purposes: it documents the exact terms of the transaction, establishes the rights and obligations of all parties, provides protection mechanisms for both buyer and seller, and ensures compliance with Danish corporate and commercial law requirements. The document includes essential elements such as the purchase price calculation, payment structures, warranties about the company's condition, indemnities, and completion mechanics. It is particularly important as it represents the final outcome of negotiations and due diligence, incorporating all key commercial and legal terms agreed between the parties.

What sections should be included in a Share Purchase Agreement?

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

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

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Sale and Purchase: Core transaction terms including shares being sold and basic sale obligations

5. Purchase Price: Purchase price, payment terms, and any price adjustment mechanisms

6. Completion: Mechanics and requirements for closing the transaction

7. Seller's Warranties: Standard warranties regarding seller's capacity, share ownership, and target company

8. Buyer's Warranties: Basic warranties regarding buyer's capacity and ability to complete the transaction

9. Limitations on Seller's Liability: Limitations on warranty claims and general liability caps

10. Tax Covenants: Specific provisions regarding tax liabilities and indemnities

11. Confidentiality: Obligations regarding transaction confidentiality and public announcements

12. Notices: Process and requirements for formal notices under the agreement

13. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, and entire agreement

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

What sections are optional to include in a Share Purchase Agreement?

1. Pre-Completion Obligations: Used when there's a gap between signing and completion, specifying how the target company should be operated

2. Conditions Precedent: Include when completion is subject to specific conditions such as regulatory approvals

3. Post-Completion Covenants: Used when specific obligations need to be fulfilled after completion

4. Non-Competition and Non-Solicitation: Include when seller needs to be restricted from competing or soliciting employees

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

6. Employee Matters: Include when specific arrangements for key employees are needed

7. Transitional Services: Used when seller needs to provide certain services post-completion

8. Break Fee: Include when parties want to specify compensation for failed completion

What schedules should be included in a Share Purchase Agreement?

1. Target Company Information: Details of the target company including corporate information and share capital structure

2. Warranties: Detailed business, legal, and tax warranties about the target company

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

4. Properties: Details of real estate owned or leased by the target company

5. Intellectual Property: List of IP rights owned or licensed by the target company

6. Material Contracts: Summary of key contracts of the target company

7. Employees: Details of employees including key terms of employment

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

9. Form of Resignation Letters: Template resignation letters for outgoing directors

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

11. Completion Accounts Principles: Accounting principles for preparation of completion accounts

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions










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Relevant Industries

Technology

Manufacturing

Real Estate

Financial Services

Healthcare

Retail

Energy

Professional Services

Transportation

Construction

Media and Entertainment

Telecommunications

Agriculture

Education

Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Risk & Compliance

Treasury

Tax

Corporate Secretariat

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Corporate Lawyer

M&A Lawyer

Finance Director

Business Development Director

Investment Manager

Corporate Secretary

Due Diligence Manager

Transaction Manager

Risk Manager

Compliance Officer

Board Member

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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