Document background
A Letter Of Intent Share Purchase Agreement is a crucial preliminary document used in corporate transactions under Dutch law when parties wish to formalize their intentions regarding a potential share purchase while maintaining flexibility before signing a definitive agreement. It is typically employed after initial discussions but before comprehensive due diligence and detailed negotiations begin. The document combines non-binding commercial terms with binding provisions on matters such as confidentiality and exclusivity. Under Dutch law, special attention must be paid to the clear distinction between binding and non-binding provisions, as well as compliance with civil code requirements regarding pre-contractual good faith (redelijkheid en billijkheid). This document serves as a framework for further negotiations and helps parties align their expectations while protecting their interests during the transaction process.
