Documents and side agreements generally consist of a set of documents listed in a schedule annexed to the AnsG, which the parties must surrender to each other at or before entering into an M&A transaction, and include, among other things, that an important distinction should be made between a share purchase and an asset purchase. An asset transaction involves the purchase or sale of some or all of a company`s assets, such as equipment, inventory, real estate, contracts, or leases. An asset purchase can be beneficial because it allows a buyer to be selective about the assets they buy. In addition, the purchase of assets allows a buyer to acquire ownership of a business without the liabilities that would accompany the assets during a share purchase. In the event of the acquisition of assets, significant SD remains necessary, in particular as regards the ownership of these assets and the rights of pledge. The completion of a share or asset acquisition depends on many considerations and the objectives of the acquirer. The signature is therefore the date on which the parties sign the contract and give their consent to the legal activity, i.e. the date of performance of the contract. When part of the purchase price is retained by the buyer once completed, for example to satisfy copyright arising from the seller`s warranties and indemnities, this may be deposited into a fiduciary account with a third party such as a bank or lawyer.
To this end, a mechanism will be put in place to describe trust agreements and predict when and how funds will be released. The share purchase agreement is a legal agreement par excellence used to transfer the shares of a company.