As soon as the terms of the agreement are met, the contract will have full legal effects. On that date, it is customary for the parties to the agreement, buyers and sellers, to appear before a notary to confirm their agreement and to continue the payment of the sale price and the delivery of the shares taking into account the ownership of the fully transmitted shares (the “final phase”). All of this will be reflected in a public document that will serve as reliable evidence of articulated activity. 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. With regard to the basic content of the share purchase agreement, we should mention the most common clauses: the share purchase agreement is a legal agreement par excellence 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. 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. 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.
This is because the parties sometimes feel it is appropriate to submit the final conclusion of the purchase transaction to a number of conditions that must be met within a specified time frame. For example, obtaining prior administrative authorization necessary for the transfer, the favourable resolution of a dispute in which the company to be acquired is currently involved, etc. This is why signing is a “promise to purchase” that is subject to a number of requirements. 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. This book analyzes the contracts to buy shares under Belgian law, which are used for the purchase of companies, the buyer acquiring control of a Belgian target company by acquiring a dominant 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. These share purchase contracts and the resulting negotiations result in a particular triangular interaction and relationship between the seller, the buyer and the target company. These aspects make share purchase contracts different and often more complex than contracts to buy and sell other assets. The analysis presented in this book is written from a practitioner`s perspective and focuses on the application of conventional concepts of civil and social law in the particular context of share purchase contracts.