Document background
The Share Purchase and Shareholders Agreement (SPASA) is a sophisticated legal instrument used in Dutch corporate transactions where parties wish to combine the sale of shares with ongoing governance arrangements. It is particularly useful in private company acquisitions, joint ventures, and investment scenarios where the purchasing shareholders will continue their relationship with existing shareholders. The document serves dual purposes: firstly, it governs the terms of the share purchase transaction, including purchase price, conditions precedent, and warranties; secondly, it establishes the framework for future cooperation between shareholders, covering aspects such as board composition, reserved matters, and share transfer restrictions. This type of agreement is common in the Netherlands and must comply with Dutch corporate law requirements, particularly the Dutch Civil Code (Burgerlijk Wetboek) provisions regarding share transfers and shareholder rights. It's typically used in situations where there's a need for a clear governance structure post-acquisition, often in private equity investments, family business transitions, or strategic corporate investments.
