ICC Model Mergers & Acquisitions Contract – Share Purchase

What are the main features of this model? 

An international business transaction requires a precise and detailed underlying contract. However, it can be expensive and time-consuming to draft such a contract oneself. The ICC Model Mergers and Acquisitions Contract – Share Purchase responds to the market’s need for a reliable and equitable template, providing a set of clear and concise standard provisions relating to acquisition of issued share capital. 

Mergers and acquisitions (M & A) agreements cover a variety of contracts to transfer businesses or companies. This model share purchase agreement is useful in situations where the entire issued share capital of a company or business is acquired by another. 

This model is a valuable tool for parties and lawyers who are not specialized in M&A contracts and are looking for a template to help in drafting a basic and simple contract. It covers the most common issues involved while leaving enough flexibility for the parties to work out special situations for themselves. Issues addressed include: 

• Pre-closing and post-closing undertakings 
• Purchase price and closing 
• The effect of material adverse changes 
• Warranties and breach of warranties 
• Indemnification, indemnification procedure, and limitation of liability 
• Restrictive covenants 
• Confidentiality 
• Claims and dispute resolution 

Many other issues (e.g. conditions that must be met before closing, documents to be provided at closing, et al) are covered in a set of useful annexes and schedules.