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.
Agency, Share purchase agreement
How to prove the damage allegedly suffered by a purchaser for overpriced shares of a target company?
To establish the damage suffered by a purchaser of shares of a target company based on an inaccurate financial audit report requires to allege and prove the hypothetical financial situation of the purchaser had the damage not occurred as well as what decisions the purchaser would have made if it had been aware of the correct financial value of the target company.
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
How long shall the seller be liable?
Liability of the seller for third party litigation in a Share Purchase Agreement: is the time limit applicable only to the bank guarantee or also to the indemnification obligation of the seller?
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.
Share purchase agreement
Simultaneous performance of the parties’ obligations under a Share Purchase Agreement (SPA)
The debtor raising the defense of the simultaneous performance of the parties' obligations must raise it sufficently early in the court proceedings.