The fundamental content of the share purchase agreement includes, among other things, the following most common clauses: we list, for example, two models of clauses that usually appear in the contract for the purchase and sale of shares as representations and guarantees, since they are usually of great importance: the contract is intended for the sale of products from one company to another, not to final consumers, and for whom each transaction constitutes in itself a sale, i.e. it is not part of a long-term agreement on the supply of products. If this has been the case, it is preferable to use the model of the international (Spanish) delivery contract. This clause implies a declaration by the seller that guarantees the buyer that the company has all the necessary authorizations in accordance with Spanish legislation. On the other hand, and with regard to labour issues, it is customary to add clauses such as: the model is intended for the international sale of different types of products (raw materials, industrial components, consumer goods, machinery, etc.). In the main aspects of the contract (products, price, form and date of payment, delivery time, etc.), a number of alternatives have been proposed so that the most appropriate version can be chosen for the purposes of the one who concludes the contract (seller or buyer). This in turn is a statement by the seller and in favor of the buyer, in order to ensure that the company to be acquired meets all the requirements of Spanish labor law. The company adheres to all materials required by current labor legislation and complies with labor practices, working and employment conditions, wages and working time, labor insurance and health insurance as well as information and payment obligations to authorized government authorities. The company [name of the company] is a public limited company duly constituted, valid and implemented by the Spanish judicial system, which has all the necessary powers and authorizations to carry out its activity as it is developed today, to hold and rent its real estate and assets. The Treaty is in line with the principles of the 1980 Vienna Convention on the International Purchase of Goods. Finally, we would like to stress the importance of good legal advice throughout the acquisition process, not only with regard to the design phases of the fundamental content of the share sale contract, but also to identify and prevent current and future risks related to such transactions. As a licensed lawyer with a law degree and a double master`s degree, Irene Terrazas specializes in public procurement, business law and corporate law.
Working languages: Spanish, English and French. If you have any questions, please contact Irène Terrazas….