Before entering into a share purchase agreement, the seller and the purchaser will have to negotiate and enter into many other preliminary legal documents designed to lead them progressively to such ultimate step: blind profile, information memorandum, non-disclosure agreement, non-binding letter of intent or memorandum of understanding, process letter, binding-offer, term sheet… The seller and the purchaser will need also to go through a due diligence process, which workload and importance are too often underestimated. It is only after the completion of all or part of these preliminary steps that the seller and the purchaser will negotiate their share purchase agreement - which is a complex legal document whose main terms and conditions will be analysed - and proceed to signing and closing.
Expert : Jean-Philippe Smeets, Head of M&A, MNKS.