After closing, the seller of shares assumes no responsibility for the debts of the company that have passed under the responsibility of the new owners. This is due to the fact that a company has a separate legal personality from its directors and shareholders. In comparison, if there is a sale of assets, the seller will retain, with a few exceptions (e.g.B employees), all of the company`s current liabilities, unless he can negotiate with the buyer to take them back with the company. The acquisition of shares represents the acquisition of the operational activity of a company. None of the existing contracts with the company change. When a shareholder sells his shares in a company, he achieves a total rupture of the relationship between him and the activity concerned. However, the buyer will insist on a number of contractual commitments concerning the company (guarantees) that will continue to bind the shareholder after the sale. For this English-speaking agreement, the choice should be made with a seller or buyer (or the parent company/ Holding BV) who does not speak Dutch. Think of a foreign buyer or seller (or shareholder) or a foreign seller or buyer residing in the Netherlands. Share sale agreement: Pre-Competion Covenants This article of the share purchase agreement mentions all kinds of behaviors or prohibitions between the signing of the SPA and the conclusion and that the seller must respect to keep the activity intact. Also the MAC (Material Adverse Change Clause) determination.
In some cases, a buyer may wish for the flexibility of indemnification as a non-exclusive remedy allowing it to pursue other claims or remedies to ensure that it can be made in full. This is desirable if the compensation provisions may not adequately protect the buyer in the event of unforeseeable damage and allow him to use all the rules of re-election and redress, without being limited to the remedies provided for by the CSG. Sellers may prefer exclusive remedy provisions because they believe that without them, a buyer could circumvent the negotiated terms and undermine the central purpose of the indemnification rules. . . .