ICC Model Mergers & Acquisitions Contract- Share Purchase Agreement

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ICC Model Mergers & Acquisitions Contract- Share Purchase Agreement

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ICC Model Mergers & Acquisitions Contract- Share Purchase Agreement

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ISBN:9789284213375
Author ICC Commission on Commercial Law and Practice
Published 2004
ICC product code 656


This new model contract is the first in a series of ICC model contracts covering international Merger & Acquisition (M&A) agreements. This model contract is a Share Purchase Agreement (SPA) in its simplest form, ie the acquisition of the entire issued share capital of one company. It is intended to assist parties and lawyers who are not specialised 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 is designed to be flexible enough, however, to allow parties to work out special situations for themselves. Many issues, such as conditions that must be met before closing, are covered in the useful annexes and schedules.

The contract is broken down into 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






Related Publications:

ICC Model Contract for the Turnkey Supply of an Industrial Plant

ICC Model Contract for the Turnkey Supply of an Industrial Plant

ICC Model Selective Distributorship Contract

ICC Model Selective Distributorship Contract
 



Online Shop | International Chamber of Commerce (ICC) Publications  | International Commercial Contracts |  ICC Model Mergers & Acquisitions Contract- Share Purchase Agreement

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