Document background
The Share And Asset Purchase Agreement (SAPA) is a sophisticated transaction document used in German M&A practice when a buyer wishes to acquire both shares in a company and specific assets, either from the target company or related entities, in a single transaction. This type of agreement is particularly useful in corporate restructurings, carve-outs, or when certain assets need to be transferred separately from the share deal structure. The document must comply with German legal requirements, including specific form requirements for share transfers (especially for GmbH shares), asset transfer regulations, and commercial law provisions. It typically includes comprehensive warranties and representations covering both corporate and asset-specific aspects, detailed purchase price allocation mechanisms, and specific provisions for various asset categories such as real estate, intellectual property, and employee transfers. The agreement is especially relevant in complex transactions where a pure share deal or pure asset deal structure would not achieve the desired business objectives.
