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It should be noted that it is possible that a signature and a closing enter into the same deed and not at different times. In practice, however, these cases are reduced to transactions of purchase of simple companies with little complexity, which do not have to take into account a condition or factor before acquiring. A share purchase agreement is a very important document in any M&A transaction. Although this document is signed at a relatively advanced stage of the transaction, it is still an important step and a potential risk that a transaction will not be completed. It is essential to have legal counsel who can appreciate and understand the position on both sides of the table. Choosing the right M&A legal advisor and providing the right mandate is an important task for every buyer and business owner. A share purchase agreement is used when shares are sold by a person other than a corporation that issues its own shares. When a company issues its own shares, a subscription contract is used. The signing of a share purchase agreement is usually preceded by a legal review or “due diligence”, which is the legal, accounting, financial and technical review of the current situation of the company carried out by the buyer. At first glance, restrictive covenants are particularly important for the buyer, as direct competition from the seller could harm or significantly affect new business. The agreement in question must not be more than sufficient to protect the commercial interest, the appropriateness of the duration or scope of a restriction being linked to the nature of the interest concerned. When someone sells their shares in a company, they often hope to get a clean break. However, since some corporate liabilities – especially those related to taxes – are only revealed after the transaction, buyers must ensure that the outgoing owners remain responsible, and this is one of the main objectives of the main sale document, the share purchase agreement.

When it comes to buying and selling businesses, one of the easiest ways to transfer ownership is to sell the company`s shares. Indeed, although the ownership of the company may change, the day-to-day activities of the company continue, with employees, contracts and assets remaining in the company. It depends on whether the parties know and trust each other. If you suspect that one or more parties deny ever seeing or signing the share purchase agreement, all signatures may want to be witnesses. Indeed, the parties sometimes find it appropriate to make the final closing of the sale subject to compliance with a number of conditions that must be met within a certain period. For example, obtaining the required prior regulatory approval for the transfer, favorable resolution of an ongoing dispute in which the company to be acquired is currently involved, etc. Therefore, the signature acts as a “promise to purchase” that depends on compliance with a number of requirements. It is possible that the final sale price of the shares will be flexible, depending on the performance of the target company`s business after the sale. If this is the case, a series of closing accounts are created that indicate the actual value of the business at the point of sale. In this way, the share price can be adjusted if the company does not grow as planned. The enforcement requirements of an SPA depend on the legal status of the parties, for example if they are natural persons, joint.B-stock companies, partnerships, etc.

In most cases, a SPA is signed as a simple contract and not as a fact (the performance of a contract as a fact requires that signatures be attested and sealed). The share purchase agreement is a legal document that defines the conditions under which the shares of a company are transferred. .