商品簡介
This book analyses share purchase agreements governed by Belgian law used for company acquisitions, whereby a purchaser acquires control over a Belgian target company through the acquisition of a controlling shareholding. The object of such sale and purchase agreements is not a static, inanimate object, but consists of a shareholding in a company whose business and balance sheet evolve while the parties negotiate its acquisition. Such share purchase agreements and the negotiations leading up to them create a particular triangular interaction and relationship between the seller, the purchaser and the target company. These aspects make share purchase agreements different from, and often more complex than, sale and purchase agreements relating to other objects. The analysis set out in this book is written from a practitioner's perspective and focuses on the application of classic civil and corporate law concepts in the particular context of share purchase agreements. The theoretical background of all legal concepts is discussed and analysed, with due consideration for the practical relevance of the analysis. The reader is guided through the successive stages of a share purchase agreement. Each chapter includes a section containing sample clauses and concludes with an overview of relevant legislation, case law, legal doctrine and other sources of law. The book concludes with an index of the concepts used and a separate lexicon of the corresponding Belgian law terms in Dutch and French.
作者簡介
Bart Bellen is a partner of contrast. He specializes in corporate law and M&A and advises on business law matters. Bart Bellen represents domestic and international companies in corporate and commercial transactions or contentious proceedings. He handles cross-border M&A transactions, multi-jurisdictional corporate restructurings and litigation. Bart Bellen graduated from the University of Leuven (K.U.L.) and obtained a Master’s degree (LL.M.) at New York University School of Law. Bart Bellen is a member of the Brussels and New York Bar. He is an associate member of the editorial board of ‘Tijdschrift voor Rechtspersoon en Vennootschap’ / ‘Revue Pratique des Sociétés’. He is also a member of the Tax and Legal Committee of the Belgian Venture Capital & Private Equity Association.
