Company Sale Agreement Template for Denmark

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Company Sale Agreement

Document background

The Company Sale Agreement is a crucial document used in corporate transactions under Danish law when one party (the seller) wishes to transfer ownership of a company to another party (the buyer). This comprehensive agreement is essential for documenting all aspects of the transaction, including purchase price, payment mechanisms, warranties, and indemnities. It must comply with Danish corporate and commercial laws, particularly the Danish Companies Act (Selskabsloven) and the Danish Contracts Act (Aftaleloven). The agreement typically results from extensive negotiations and due diligence, incorporating necessary protections for all parties while addressing regulatory requirements, employee matters, and tax considerations specific to Danish jurisdiction.

Suggested Sections

1. Parties: Identification of the seller(s) and buyer(s), including full legal names, registration numbers, and registered addresses

2. Background: Context of the transaction, including brief description of the target company and purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms including what is being sold (shares/assets), purchase price, and payment terms

5. Conditions Precedent: Conditions that must be satisfied before completion can occur, including regulatory approvals

6. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements

7. Completion: Mechanics of completion, including timing, location, and actions required by each party

8. Warranties: Seller's warranties regarding the company, its business, and assets

9. Limitations on Seller's Liability: Limitations on warranty claims and other seller liabilities

10. Tax Covenants: Specific provisions dealing with tax matters and allocations of tax liabilities

11. Confidentiality and Announcements: Obligations regarding confidentiality and public announcements about the transaction

12. Further Assurance: Obligations to take additional actions necessary to give effect to the agreement

13. Notices: Process and requirements for giving formal notices under the agreement

14. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes

Optional Sections

1. Earn-out Provisions: Include when part of purchase price is contingent on future performance

2. Vendor Financing: Include when seller is providing financing for part of purchase price

3. Non-Competition and Non-Solicitation: Include when restricting seller's future business activities

4. Intellectual Property Rights: Include when IP is a significant component of company value

5. Employee Matters: Include when specific arrangements for key employees or general workforce are needed

6. Real Estate Provisions: Include when company owns significant real estate assets

7. Environmental Matters: Include for companies with significant environmental risks or obligations

8. Transitional Services: Include when seller will provide services post-completion

9. Break Fee: Include when parties agree to compensation if deal fails under specific circumstances

10. Data Protection: Include detailed GDPR compliance provisions when significant personal data is involved

Suggested Schedules

1. Company Details: Detailed information about the target company including corporate documents

2. Properties: List and details of all owned and leased properties

3. Intellectual Property: Schedule of all IP rights owned or licensed by the company

4. Material Contracts: List and copies of key commercial contracts

5. Employees: List of employees with key terms of employment

6. Warranties: Detailed warranties given by the seller

7. Disclosed Documents: List of documents disclosed against the warranties

8. Completion Requirements: Detailed list of completion deliverables and requirements

9. Permitted Leakage: List of permitted value extractions in locked box deals

10. Bank Account Details: Account details for payment of purchase price

11. Data Room Index: Index of documents provided in due diligence

12. Encumbrances: Details of any security interests or encumbrances over shares or assets

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