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Incoterms 2010 seminar series  





eCO
 

  


 

ICC Model Mergers & Acquisitions Contract

Price: $85.00
Item No.: 656
ISBN: 978-92-842-1337-5
ICC Model Mergers & Acquisitions Contract
Share Purchase Agreement
 
Pub No. 656
Paperback + CD ROM
9 inches x 12 inches
2004 Edition
76 Pages
 
 
This new model contract is the first in a series of ICC international Merger and Acquisition (M&A) agreements.  The notion of M&A agreements, takes into account, broadly speaking, the transfer of a company or a business and covers a variety of contracts.

This first model is a Share Purchase Agreement (SPA) in its simplest form, i.e., the acquisition of the entire issued share capital of one company.  It is intented to assist parties and lawyers who are not specialized in M&A contracts to draft a simple contract covering the most common issues involved.  This means that the model may not be appropriate for complex transactions nor for acquisitions of public companies.  The SPA contract takes into account all these specifics and contains enough flexibility for the parties to work out special situations for themselves.

ICC's Model Mergers & Acquisitions Contract consists of several parts including:
  • Pre-closing and post-closing undertakings
  • Price and closing
  • Warranties, breach of warranties
  • Indemnification, indemnification procedure, and limitation of liability
  • Restrictive covenants
  • Confidentiality / announcement

Many issues (e.g. conditions that must be met before closing) are covered
in the useful annexes and schedules.

Buyers, sellers, lawyers and academics will find ICC Model Mergers &
Acquistions Contract (Share Purchase Agreement) very useful
in their daily work.
 
 
Table of Contents
 
 
Foreword

PART ONE

1. The present model
2. The drafting technique used
3. The negotiation and conclusion of SPA;s: order of events
4. The negotiation of the price
5. Possible adjustment of the price: closing accounts and earn-outs
6. The negotiation of the payment conditions
7. Warranties and disclosure letter
8. Knowledge of the buyer and breaches of warranties
9. Applicable law

SHARE PURCHASE DEFINITIONS

Article 1 - Definitions
Article 2 - Good faith and fair dealing
Article 3 - Object of the Agreement
Article 4 - Price
Article 5 - Conduct of business, and material adverse change
Article 6 - Closing
Article 7 - Post-closing undertakings
Article 8 - Warranties
Article 9 - Seller's liability for warranty breach
Article 10 - Claim Procedure
Article 11 - Limitation of liability for warranty breaches
Article 12 - Payment for breach
Article 13 - Restrictive covenants
Article 14 - Confidentiality/announcements
Article 15 - General
Article 16 - Notices
Article 17 - Resolution of disputes
Article 18 - Applicable law
Article 19 - Automatic inclusion under the present Agreement


PART TWO

ANNEX 1
COMPANY INFORMATION
ANNEX 2 - SHARES
ANNEX 3 - PRE-CLOSING ITEMS
              1. Antitrust matters
              2. Consent of all regulatory authorities concerned
              3. Third Parties conditions precedent
              4. Obligations of the parties
ANNEX 4 - CHECKLIST OF DOCUMENTS AND/OR ITEMS TO BE DELIVERED AT CLOSING
              1. Antitrust matters
              2. Consent of all regulatory authorities concerned
              3. Corporate Matters
              
4. Third parties conditions precedent
              5. Obligations of the parties

SCHEDULES
              A.1 The Company
              A.2 The Shares
              A.3 The Seller
              A.4 Accounts
              A.5 Position since the Accounts date
              A.6 Receivables
              A.7 Taxes
              A.8 Subsidiaries
              A.9 Real Estates
              A.10 Environmental Matters
              A.11 Assets
              A.12 Insurance
              A.13 Bank Accounts
              A.14 Conduct of Business, Commercial Contracts and Joint Ventures
              A.15 Agency and Distribution Agreements
              A.16 Personnel
              A.17 Pensions
              A.18 Intellectual Property Rights
              A.19 Litigation
              A.20 Grants
              A.21 Special Contracts and Arrangements
              A.22 Transactions with Shareholders or Directors
              A.23 Competition Matters
              A.24 Information Technology Systems
              A.25 Effect of this Agreement

Appendix: UNIDROIT Principles of international commercial contracts

 
 
 
 

 

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