Stock Purchase Agreement

Stock Purchase Agreement Template for Denmark

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Document background

The Stock Purchase Agreement is a fundamental transaction document used in Danish corporate acquisitions when transferring ownership of company shares from one party to another. This agreement is essential for both private and public company transactions in Denmark, though its specific terms may vary depending on the transaction size, complexity, and whether the target company is privately held or publicly listed. The document must comply with Danish corporate law requirements, particularly the Danish Companies Act (Selskabsloven) and related regulations. It typically includes detailed provisions on purchase price mechanics, representations and warranties, conditions precedent, and post-closing obligations. The agreement is particularly important in the Danish market context, where it must address specific local legal requirements while potentially also considering international business practices for cross-border transactions.

Suggested Sections

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

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

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

4. Sale and Purchase: Core transaction terms including shares being sold, purchase price, and payment terms

5. Purchase Price Adjustment: Mechanism for adjusting the purchase price based on closing accounts or other metrics

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

7. Pre-Closing Covenants: Obligations of parties between signing and closing, including conduct of business provisions

8. Closing: Mechanics and requirements for completing the transaction, including deliverables

9. Seller's Representations and Warranties: Statements of fact and assurances about the target company and sold shares

10. Purchaser's Representations and Warranties: Statements of fact and assurances about the purchaser's capacity and authority

11. Indemnification: Rights and obligations regarding compensation for losses arising from breaches

12. Confidentiality: Obligations regarding confidential information and announcements

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

14. General Provisions: Standard legal provisions including notices, amendments, and entire agreement

Optional Sections

1. Management and Employee Matters: Used when there are specific arrangements regarding key employees or management retention

2. Tax Matters: Include when specific tax arrangements or indemnities are required

3. Non-Competition and Non-Solicitation: Used when restricting seller's future competitive activities is necessary

4. Earn-out Provisions: Include when part of purchase price is contingent on future performance

5. Break Fee: Used in larger transactions to specify compensation if deal fails under certain circumstances

6. Transition Services: Include when seller will provide post-closing services to target company

7. Intellectual Property Rights: Used when IP transfer or licensing requires specific attention

8. Real Estate Matters: Include when real estate assets require special treatment or transfer provisions

Suggested Schedules

1. Details of Target Company: Corporate information, share capital structure, and subsidiaries

2. Shares Being Sold: Detailed description of shares including class, numbers, and current ownership

3. Purchase Price Calculation: Detailed methodology for calculating and adjusting purchase price

4. Closing Deliverables: List of all documents and items to be delivered at closing

5. Seller's Warranties: Detailed warranties about the business, often with disclosure against them

6. Disclosure Letter: Exceptions and qualifications to the warranties

7. Material Contracts: List and copies of key contracts affecting the business

8. Properties: Details of owned and leased real estate

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

10. Employee Information: Details of employees, benefits, and employment agreements

11. Accounts: Recent financial statements and management accounts

12. Form of Resignation Letters: Template resignation letters for departing directors

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