The share purchase agreement is an agreement par excellence legally used to transfer the shares of a company. Its main objective is to take control of the activity of a company acquired, coordinated and organized between them by a multitude of elements – assets, debts, organization, people – in order to respond to a given economic activity. Once due diligence is completed satisfactorily, the share purchase agreement is usually signed in a private document (in legal jargon, this phase is called “signing”). However, as a general rule, the transaction does not take place; In other words, there is no actual transfer of ownership of the shares to the buyer. It should be noted that it is possible that a signature and closure will take place in the same action and not at different times. However, in practice, these cases are reduced to simple, low-complexity business purchases, regardless of a pre-acquisition condition or factor. Financial statements are the date on which both parties would effectively discharge their key obligations (delivery of the property and payment of the agreed price) when the agreed terms are met, so that the financial statements are made, i.e. the conclusion of the transaction with the subsequent transfer of the shares. The signing of a share purchase agreement is usually preceded by a legal review or “due diligence”, i.e. the legal, accounting, financial and technical verification of the current situation of the business by the purchaser. The signature is therefore the date on which the parties sign the agreement and, therefore, approve the transaction, i.e.dem date of implementation of the agreement. With regard to the basic content of the share purchase agreement, we should cite the most common clauses: this book analyses the contracts to buy shares under Belgian law, which are used for business purchases, the buyer acquiring control of a Belgian target company by acquiring a majority stake.
The purpose of these sales and sales contracts is not a static and inanimate object, but a stake in a company whose business and balance sheet portfolio develops while the parties negotiate the acquisition.