Document background
The Company Sale Agreement is a fundamental transaction document used in Swiss M&A deals to formalize and execute the transfer of company ownership. It is essential when a business owner or corporation wishes to sell their company to another entity, whether through a share sale or asset sale structure. The agreement must comply with Swiss legal requirements, particularly the Swiss Code of Obligations and Federal Merger Act, while addressing crucial elements such as purchase price mechanisms, warranties, indemnities, and closing conditions. It requires careful consideration of Swiss-specific aspects including employee protection rules, tax implications, and potential regulatory approvals. The document typically results from extensive negotiations and due diligence, serving as the cornerstone agreement that governs both the transaction process and the parties' ongoing obligations.
