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Share Acquisition Agreement

Share Acquisition Agreement Template for Denmark

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Share Acquisition Agreement

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Document background
The Share Acquisition Agreement is a fundamental document used in corporate transactions under Danish law when one party wishes to acquire ownership of a company through the purchase of its shares from existing shareholders. This comprehensive agreement is essential for both private and public company acquisitions in Denmark, requiring compliance with the Danish Companies Act (Selskabsloven) and other relevant legislation. The document typically includes detailed provisions on purchase price mechanisms, warranties and indemnities, conditions precedent, and completion procedures, all tailored to meet Danish legal requirements. It is commonly used in both domestic Danish transactions and cross-border deals where Danish companies are the target. The agreement must address specific Danish corporate law requirements regarding share transfers, corporate governance, and regulatory notifications, while also incorporating standard international M&A practice elements.
Suggested Sections

1. Parties: Identification of the seller(s), purchaser(s) and any guarantors

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

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

4. Sale and Purchase: Core transaction terms including shares being sold, purchase price, and payment mechanics

5. Conditions Precedent: Conditions that must be satisfied before completion can occur

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

7. Completion: Mechanics and requirements for closing the transaction

8. Purchase Price Adjustment: Mechanisms for adjusting the purchase price based on completion accounts or other metrics

9. Warranties: Seller's warranties regarding the company, shares, and business

10. Limitations on Seller's Liability: Limitations and caps on warranty claims and other liability

11. Tax Covenants: Specific provisions dealing with tax matters and allocations

12. Confidentiality and Announcements: Obligations regarding transaction confidentiality and public announcements

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

14. Assignment and Transfer: Restrictions on transfer of rights and obligations under the agreement

15. Notices: Process for formal communications between parties

16. Governing Law and Jurisdiction: Confirmation of Danish law application and jurisdiction for disputes

17. General Provisions: Standard boilerplate provisions including entire agreement, variations, and severability

Optional Sections

1. Non-Competition and Non-Solicitation: Restrictions on seller's competitive activities, used when seller has significant market knowledge or customer relationships

2. Earn-out Provisions: Additional payment mechanisms based on future performance, used when parties cannot agree on fixed valuation

3. Employee Matters: Specific provisions regarding key employees or employee transfers, used when employee retention is critical

4. Intellectual Property Rights: Detailed IP provisions, used when IP is a significant asset

5. Real Estate: Specific provisions regarding property owned/leased by target, used when real estate is material

6. Environmental Matters: Specific environmental warranties and indemnities, used for businesses with environmental risks

7. Data Protection: Specific provisions regarding GDPR compliance, used when personal data is material to the business

8. Bank Financing: Provisions relating to external financing, used when purchase is debt-financed

9. Shareholder Loans: Treatment of existing shareholder loans, used when such loans exist

10. Break Fee: Fee payable if transaction fails, used in competitive sale processes

Suggested Schedules

1. Details of the Company: Corporate information about target company including share capital structure

2. Completion Obligations: Detailed list of actions and documents required at completion

3. Warranties: Detailed warranties about the company, business and shares

4. Limitations on Liability: Detailed provisions regarding warranty claim limitations

5. Properties: Details of real estate owned or leased by the target

6. Intellectual Property: List of IP rights owned or licensed by the target

7. Material Contracts: List and details of key commercial contracts

8. Employees: Information about key employees and employment terms

9. Completion Accounts Principles: Accounting principles for preparation of completion accounts

10. Data Room Index: Index of documents disclosed to buyer

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

12. Form of Resignation Letters: Template resignation letters for outgoing directors

13. Form of Power of Attorney: Template power of attorney for completion actions

14. Tax Deed: Detailed tax covenant and tax indemnity provisions

Authors

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Relevant legal definitions
Clauses
Parties and Definitions
Share Purchase
Purchase Price
Payment Terms
Price Adjustment
Conditions Precedent
Pre-Completion Covenants
Completion Obligations
Post-Completion Obligations
Warranties
Indemnification
Limitations of Liability
Tax Covenants
Environmental Matters
Employee Matters
Intellectual Property
Real Estate
Confidentiality
Non-Competition
Non-Solicitation
Data Protection
Regulatory Compliance
Force Majeure
Termination Rights
Break Fees
Assignment
Notices
Amendment
Waiver
Severability
Entire Agreement
Third Party Rights
Costs and Expenses
Governing Law
Dispute Resolution
Further Assurance
Announcements
Anti-Corruption
Sanctions Compliance
Financial Assistance
Bank Guarantees
Share Transfer Mechanics
Corporate Governance
Information Rights
Power of Attorney
Board Composition
Shareholder Approval
Material Adverse Change
Due Diligence
Relevant Industries
Relevant Teams
Relevant Roles
Industries
Danish Companies Act (Selskabsloven): Primary legislation governing corporate entities in Denmark, including regulations on share transfers, corporate governance, and shareholder rights
Danish Contracts Act (Aftaleloven): Fundamental law governing contract formation, validity, and enforcement in Denmark
Danish Capital Markets Act (Kapitalmarkedsloven): Regulates securities trading and public offerings, particularly relevant if dealing with listed companies
Danish Competition Act (Konkurrenceloven): Governs merger control and competition aspects of acquisitions, including mandatory notifications if certain thresholds are met
Danish Act on Public and Private Limited Companies: Contains specific provisions regarding share transfers, shareholder rights, and corporate governance requirements
Danish Registration Tax Act (Registreringsafgiftsloven): Covers registration requirements and associated taxes for share transfers
Danish Corporate Income Tax Act (Selskabsskatteloven): Governs tax implications of share transfers and corporate restructuring
Danish Act on the Procedure for Registration etc. with the Danish Business Authority: Outlines requirements for registering changes in company ownership with the Danish Business Authority
Danish Anti-Money Laundering Act: Requires due diligence and verification of parties involved in significant financial transactions
Danish Act on Employee Representatives: May be relevant if the target company has employee representatives on the board or if the transaction affects employee rights
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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