April 12th, 2021

Share Purchase Agreement In Italia


On the other hand, when acquiring a business or entity (“Asset Deal”), the parties can choose which assets and liabilities are transferred and, therefore, determine, among other things, the risks borne by the acquirer. With regard to compensation, these are generally obligations that one of the parties (usually to the purchaser, if one considers that most of the seller`s insurance and guarantees, as well as the obligations they take) confer the right to obtain damages or losses resulting from a breach of contract or the untruth of one or more of the guarantees and guarantees given to be compensated. , or as a result of certain events for which special allowances are granted in the sales contract. In general, a number of preliminary documents (e.g. B Memorandum of Understanding, Memorandum of Understanding) are exchanged between the parties in asset and sharing transactions. The main reason the stock transaction is preferred over the asset agreement is the tax cost of the transaction. Let`s see what they are. Transferred workers may continue to participate in a pension fund (in addition to the obligation to be registered in a separate legal entity by the employer) established at the sectoral level by the current national collective agreement, to which the employer and workers can contribute. In order to ensure that financing is available at closing, the purchaser may submit through its supervisory bodies (which is used primarily in private equity transactions) or in letters of obligation or both letters of commitment of shares, or both; or, more rarely, executed loan agreements, under which the final lender agrees to lend the buyer the funds necessary to close the transaction. As a general rule, for each transfer of ownership of a company, existing employment contracts at the time of transfer are maintained after the conclusion and the conditions of employment of the workers are respected if the job creation agency remains unchanged.

In the event of non-compliance with one of the prior obligations, the other party is entitled to seek compensation for any damages suffered or to terminate the contract in the event of a substantial infringement. In this regard, it is quite common to insert a provision normally required by the seller, which prohibits the termination of the contract for breach of contract, so that the non-breaker can only demand compensation. A transaction structured in shares would not involve the legal obligation to inform or consult with company committees, external unions or workers. However, such obligations may arise from existing collective agreements, both at the national and corporate levels.

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