Document background
The Shareholder Purchase Agreement is a crucial document used in Swiss M&A transactions when one or more shareholders wish to sell their shares to one or more purchasers. It is particularly important in private company transactions and must comply with Swiss legal requirements, especially the Swiss Code of Obligations. The agreement typically results from detailed negotiations and due diligence, documenting not only the basic terms of the share transfer but also complex matters such as warranties, indemnities, and price adjustment mechanisms. This document type is essential for both domestic Swiss transactions and cross-border deals where Swiss law governs the transaction. The agreement must address specific Swiss law considerations, including form requirements for share transfers, mandatory corporate law provisions, and requirements for entry in the company's share register. It serves as the cornerstone document protecting both buyers' and sellers' interests while ensuring legal compliance and transaction certainty.
