Share purchase agreement
Right of First Refusal and Obligation to Sell: How to reconcile two interrelated contractual clauses?
When shareholders have agreed to a right of first refusal alongside an obligation to sell under certain circumstances, it remains uncertain whether a shareholder who is obliged to sell must formally notify the other shareholders to allow them to exercise their right of first refusal.
Share purchase agreement
Under What Conditions can an Option Right be Enforced in a Shareholders Agreement?
In a shareholders’ agreement, an option right was granted to four brothers to keep a family business within the family. It proved useful when the fourth brother decided to grant a third party an emption right.
M&A agreement, Share purchase agreement
Earn-out period in a M&A transaction: What happens if the parties have not defined it?
A two-year earn-out period defined by the courts (by filling a contractual gap).
Share purchase agreement
Fundamental error in the context of M&A transactions: reversing the irreversible?
Rescission with retroactive effect of a share purchase agreement because of a fundamental error.