Share purchase transaction

Legal assistance in an M&A transaction for the transfer of the entire shareholding interest of an Italian company in favour of an US group.

October 2016

The Firm provided legal assistance in a transaction for the transfer of the entire shareholding of an Italian company – leader in the field of production and distribution of machineries for the tyre recycling processes – in favour of an US industrial group.

More in particular, the Firm assisted the sellers in drafting and negotiating the agreements for the execution of the transaction, among which the share purchase agreement which included, inter alia, detailed provisions for the adjustment of the purchase price, specific R&W clauses in favour of the purchaser, limitations to the relevant indemnities obligation arising in the event of breach of said R&W, as well as certain non-competition undertakings upon the sellers.

Moreover, the above transaction required also the definition of certain agreements with the key managers of the target company and the implementation of an escrow account granting the fulfilment of the indemnities obligations.