When purchasing shares, mandatory legal advice is often drawn up by the seller`s lawyers and their delivery to the buyer is a frequent condition precedent for conclusion. These legal notices must be used by a buyer and offer security. In case of inaccuracy or inaccuracy, the buyer may bring a claim against the law firm as well as the seller in case of infringement of the SPA or related documents. In such legal opinions, the seller`s lawyer will usually rule, among other things, on the following: the share structure of a company is often found in the company`s articles of association. 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. A holdback is a tool used by buyers to withhold payment of part of the purchase price until a condition after conclusion is met. A remuneration is an obligation for the buyer to pay the amount withheld (usually in trust) after compliance with the conditions and gives a guarantee on uncertain issues at the time of conclusion. Holdbacks may relate to obtaining a certain working capital threshold or in the event of a dispute at closing. For example, if the target has a large number of claims on supplies and services, this amount could be deducted from the purchase price.

The withdrawal (or part thereof) would be paid until a specified future date, depending on the amount of claims actually collected after closing. Therefore, a holdback can be considered as a reduction in the purchase price if certain post-closing conditions are not met. The execution of the SPA and the completion (when the shares are transferred) are often, but not always, at the same time. The SPA should describe in detail what will happen after the conclusion, for example: the United Kingdom left the European Union on 1 January 2020 and the European Union legislation remains in force until the end of a transitional period, on 31 December 2020. The UK Government has repeatedly indicated that it would not wish to extend the transition period further. Recent statements by the Prime Minister and other senior cabinet ministers indicate that the UK government may not be able to conclude a trade deal with the EU before the end of the transition period. . . .


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