When a company is made up of several shareholders, there is usually a shareholder contract. These agreements define the rights and obligations of shareholders. In most cases, they contain certain rights related to the departure of a shareholder. If this is the case, lawyers must take these rights into account in the share purchase agreement of the transaction. The prior conclusion of alliances generally limits what a seller can do before closing. As a general rule, the agreements granted by the seller are heavier than those of the buyer, as the seller generally retains control of the destination until the transaction is concluded. Since promises to do or not to do certain things, pre-closing agreements are common for transactions with deferred closures in order to protect and preserve the value of the business acquired between the execution of the OSG and the completion of the acquisition. A “material scratcher” is a provision that is usually included in a BSG compensation clause to favour a buyer. As a general rule, it provides that when determining whether a submission is inaccurate or if a guarantee is breached, or when calculating the amount of damage or loss resulting from an inaccuracy or violation (or both) of any significant character or qualification of knowledge in the representations and guarantees provided by the seller for compensation purposes are flouted. A G.S.O. generally contains a language that indicates that the terms of the SSG itself, including its existence, are considered confidential information and are not disclosed to third parties.
However, this language should contain all previous confidentiality agreements (“NOAs”) and in particular mention the agreements reached between the buyer and the seller during an earlier phase of the transaction (and which should have been concluded), such. B as the roadmap or the DD phase, and stress that such an agreement will remain fully in force until the end or after this agreement. Any NDA language in the BSG may reflect additions to previous NOAs and integrate the language of the previous NOA by reference to the BSG, replace these old AND in their entirety or claim that only the language of the previous NDA incompatible with the BSG will be replaced. 3. Reverse triangular mergers – the buyer`s subsidiary merges for the purpose (the target survives and the buyer`s subsidiary ceases to exist).