If it turns out that a warranty is false, the buyer will assert a claim contrary to the contract against the seller in order to recover part of the purchase price. A buyer cannot claim a breach of warranty if the seller has already informed him of the problem. For this reason, the seller will make a series of “disclosures” to the buyer during the sale, so that the buyer can assess the nature of the risk and change the purchase price to reflect it. A share purchase agreement is defined as a good quality contract between a seller and a buyer. They can be referred to as sellers and buyers in the contract. The exact number of shares is indicated in the contract at the indicated price. This agreement proves that the sale and the conditions were mutually agreed. The share purchase contract is a contract in which all the conditions are concluded when it comes to selling and buying the shares of the company. This is not the same as in the case of an asset sale contract in which assets are bought and sold instead of shares. In a share purchase agreement, jangankan masyarakat awam, lulusan hukum juga mungkin saja masih terasa asing dengan jenis-jenis-jenis dokumen pening apa sajakah yang digunakan dalam transaksi merger dan akuisisi (M&A). Bahkan kita seringkali keliru dalam memahami dan membedakan apa itu share sale contract (SPA), share contract (SSA), shareholder agreement (SHA) and joint venture (JVA).
Buyers also give insurance and guarantees in a SPA. Typically, a seller wants to make sure that the buyer can legally acquire the destination, close it, and have the means to pay the purchase price. Typical buyer presentations and warranties include: the buyer inherits a business, the purchase of shares usually involves a much greater risk than a purchase of assets. This justifies the inclusion of guarantees necessary for the protection of the buyer. A share purchase agreement is an essential business practice when a shareholder is initiated. The absence of such a document can have several unsolicited consequences. When someone sells their shares in a company, they often hope to get a clean breakup. However, since some corporate commitments – especially when it comes to taxes – are only revealed after the transaction, buyers need to make sure that outgoing owners stay on the hook, and this is one of the main purposes of the main sale document, the share sale agreement. Assurances are factual statements (past or existing) on the date that was made and given to convince another party to enter into a contract or take another act (or to move away from it). A presentation precedes and conducts an agreement and is usually information used by a party to decide whether to enter into a contract. A guarantee is a guarantee that is given to ensure that something is promised, that it remains so and that it is usually accompanied by a promise of compensation if the claim turns out to be false.
It is important to regulate the shareholders` agreement, because not all shareholders who are part of the company are equal. The agreement must be drawn up taking into account all the people who differ from each other and who have a different opinion on the subjects concerned. And whether or not these people may agree. Once the shares of the target transaction have been transferred, ownership is transferred to the buyer. It is likely that the buyer wants to appoint new directors, accountants, etc. The buyer may also want to remove the current officials. The execution of the PPS and the completion (when the shares are transferred) are often, but not always, done at the same time….