There is no legal obligation to conclude in writing an agreement for the sale of the legal and economic ownership of the shares and, for small transactions, a buyer can only exchange on the basis of a signed transfer form and a decision authorizing the sale. If the buyer has little knowledge of the business, if several risks are related (including obligations related to the transfer, such as payment deferral agreements) or if the consideration to be paid is relatively large, a buyer will almost always insist that a detailed written share purchase agreement be concluded between the parties. It is therefore common for the buyer`s lawyers to draw up the first draft share purchase agreement. The terms and complexity of a written agreement on the sale of shares vary depending on the nature and circumstances of the transaction, but it will generally be a long-term document, half (or sometimes more) of which may be devoted to a collateral schedule. Other common contractual safeguards contained in the PPS are sellers` non-compete clauses and earn-out agreements (under which the purchase price is determined in whole or in part by reference to the future performance of the target company). Where a corporation has a shareholders` agreement, it is generally agreed upon as to a mechanism for calculating the valuation of shares in certain circumstances, when shares are to be repurchased by the corporation or offered to other shareholders, as well as details on who will proceed with the valuation. The exchange and completion of the BSB is usually simultaneous, although sometimes there is a gap between the two, for example when a tax release or shareholder consent is required. An example of the need for tax release would be for the seller to take some form of paper counterpayment (e.g. B shares in the buyer or loan bonds) in return for his shares. The seller may apply to HM Revenue & Customs for release on paper in accordance with section 138 of the Taxation of Chargeable Gains Act 1992, as part of the assumption of the profit that would otherwise be made on the sale of the shares. Ariana added that the sales contract will enter into force with the satisfactory conclusion of the JV contracts with Özaltin and Proccea. As a rule, the articles of association of the company or its shareholders` agreement define pre-agreed procedures for the transfer of shares in the company. The main procedure usually gives existing shareholders a right of pre-emption (buy the shares at the same valuation as that already offered for the shares) which expires after a few days before the shares can be transferred to a party outside the group of existing shareholders.
If the articles of the company contain a restriction, shareholders could decide to amend the articles of association in order to remove or not to put in place the corresponding restriction, either in general or only with regard to the proposed transfer. Unless otherwise amended, the amendment of the articles of association requires a vote of 75% of the voting shares, while shareholder agreements can only be amended unanimously. During an auction, the SPA is normally designed by the seller`s lawyers, as the seller tries to control the process. During an auction, sellers also assemble a data space (which is now usually made available online) or a disclosure package that will be prepared against a common set of safeguards. Interested buyers are then invited to submit their offer on the basis of the prefabricated contract documents, although these documents can then be negotiated with a potential buyer. . . .