Session 4: Company purchase agreement
The company purchase agreement is the central element of every M&A transaction. It identifies the object of purchase (share deal, asset deal), determines the purchase price (in particular purchase price formulas, accounting modalities, additional purchase prices) and distributes the risks between seller and buyer (e.g. through guarantees and indemnities). The speakers will first give examples of the typical structure of share and asset deal contracts and then explain the individual elements of these contracts. One focus is on the explanation of the legal consequences of breaches of warranties (e.g. scope of damages, de minimis, threshold, cap, statute of limitations). The various instruments for securing the buyer’s warranty and indemnity claims are also discussed, as well as possible M&A insurance concepts.