The notion of M & A agreements, regards, broadly speaking, the transfer of a company or a business and covers a variety of contracts. This model contract is the first is the first in a series of ICC international Merger & Acquisition (M&A) agreements.
This 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 intended 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 account of all these specifics and contains enough flexibility for the parties to work out special situations for themselves.
This model 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
Confidentiality / announcement
Many issues (e.g. conditions that must be met before closing) are covered in the useful annexes and schedules.
(This publication contains the text of the contract on a CD-Rom.)