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Vol 21 No 10 Oct/Nov 2016

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Share Purchase Agreements: Belgian Law and Practice


ISBN13: 9781780683782
Published: February 2016
Publisher: Intersentia Publishers
Country of Publication: Belgium
Format: Hardback
Price: £152.00



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This book analyses share purchase agreements governed by Belgian law used for company acquisitions, whereby a purchaser acquires control over a Belgian target company through the acquisition of a controlling shareholding. The object of such sale and purchase agreements is not a static, inanimate object, but consists of a shareholding in a company whose business and balance sheet evolve while the parties negotiate its acquisition.

Such share purchase agreements and the negotiations leading up to them create a particular triangular interaction and relationship between the seller, the purchaser and the target company. These aspects make share purchase agreements different from, and often more complex than, sale and purchase agreements relating to other objects.

The analysis set out in this book is written from a practitioner’s perspective and focuses on the application of classic civil and corporate law concepts in the particular context of share purchase agreements. The theoretical background of all legal concepts is discussed and analysed, with due consideration for the practical relevance of the analysis.

The reader is guided through the successive stages of a share purchase agreement. Each chapter includes a section containing sample clauses and concludes with an overview of relevant legislation, case law, legal doctrine and other sources of law.

The book concludes with an index of the concepts used and a separate lexicon of the corresponding Belgian law terms in Dutch and French.

Subjects:
European Jurisdictions, Belgium
Contents:
INTRODUCTION (p.
1)

PART 1. GENERAL CHARACTERISTICS OF THE TRANSACTION
CHAPTER 1. SHARE DEALS AND ASSET DEALS (p.
5)
CHAPTER 2. DIRECT SALE OR CONTROLLED AUCTION (p.
13)

PART 2. PRE-CONTRACTUAL PHASE
CHAPTER 1. NON-DISCLOSURE AGREEMENTS (p.
19)
CHAPTER 2. LETTERS OF INTENT (p.
31)
CHAPTER 3. DUE DILIGENCE (p.
43)

PART 3. SHARE PURCHASE AGREEMENT
CHAPTER 1. IDENTIFICATION AND REPRESENTATION OF THE PARTIES (p.
65)
CHAPTER 2. PREAMBLE (p.
77)
CHAPTER 3. USE OF DEFINED TERMS, INTERPRETATION AND LANGUAGE (p.
81)
CHAPTER 4. LEGAL OBJECT AND TRANSFER OF OWNERSHIP (p.
93)
CHAPTER 5. PURCHASE PRICE (p.
99)
CHAPTER 6. CONDITIONS PRECEDENT (p.
123)
CHAPTER 7. CLOSING (p.
151)
CHAPTER 8. REPRESENTATIONS AND WARRANTIES (p.
163)
CHAPTER 9. INDEMNIFICATION OBLIGATION OF THE SELLER (p.
203)
CHAPTER 10. LIMITATIONS TO INDEMNIFICATION OBLIGATION OF THE SELLER (p.
231)
CHAPTER 11. SPECIFIC INDEMNITIES (p.
249)
CHAPTER 12. TERMINATION (p.
263)
CHAPTER 13. NON-COMPETE AND NON-SOLICITATION CLAUSES (p.
281)
CHAPTER 14. OTHER TYPICAL COVENANTS (p.
301)
CHAPTER 15. BOILERPLATE (p.
321)
CHAPTER 16. GOVERNING LAW AND DISPUTE RESOLUTION (p.
341)
CHAPTER 17. SIGNING OF THE SHARE PURCHASE AGREEMENT (p.
351)

Index (p.
357)
Lexicon (p.
365)