Share Purchase Agreement In Italiano

This provisional contract is the share purchase agreement and governs the relationship between the buyer and the seller for the period between the signature and the change of ownership (closing). It then extends to the period following the conclusion. In negotiating the terms of the share purchase agreement, the legal advisor plays a central role in what is known as representation and war. When drawing up the Share Purchase Agreement, the role of the legal advisor is to protect the interests of the assisted party and, more generally, to ensure the success of the entire operation. We have already seen the preparatory function of due diligence: a thorough analysis and verification of contracts and documents relating to the target company. If, after this step, the parties intend to continue the purchase transaction, it is generally advisable to conclude a preliminary contract before signing the deed of assignment. It is therefore a precautionary measure to protect the acquisition of shareholdings in company law. To protect the buyer in the event of non-compliance with warranties, appropriate provisions are necessary. Indeed, as regards transactions involving the purchase of shareholdings, it is essential to lay down a number of provisions enabling the parties (in particular the purchaser) to protect themselves against the appearance of possible liabilities which may arise after the purchase. As a rule, these are the priorities on which the focus is first of all on the purchase of stakes in companies. The intervention of lawyers is therefore recognized and requested on average in order to guarantee satisfaction and protection to the parties at the end of an M&A path.

It is a system of mutual protection against Anglo-Saxon legal experience, which allows the buyer to protect himself against the risk of possible future losses that may arise in a phase after the acquisition of the stake. These losses can be directly attributable to a business management disconnected from what is presented at the time of purchase. But there are also other aspects, no less important, that must be taken into consideration and studied: clauses that must be thought about so that the operation runs smoothly to the end and beyond. Frequent short expressions: 1-400, 401-800, 801-1200, Other details will be the subject of our next previews. With another passage, we can then distinguish between “legal” representations and “business” and wars. As the name suggests, the Umnity is a direct compensation system that allows buyers to get an appropriate refresh in case of debts that the seller believes should not have occurred. The first, legal, are those which concerned aspects related to participation and the absence of conflicts or weightings. .

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