The Share Purchase Agreement (SPA) is the main contract governing an M&A share acquisition — defining all definitive terms including price and adjustment mechanism (completion accounts or locked-box), seller representations and warranties, conditions precedent to closing, pre-closing obligations, post-closing covenants and dispute resolution. Its negotiation — often several weeks — is the final phase before signing and closing. The SPA is where the economic and legal outcomes of months of due diligence and negotiation are crystallised into binding commitments.

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Example: in a CHF 18.0 million Swiss acquisition, the SPA negotiates: locked-box price mechanism with 5% p.a. ticking fee, warranty package with CHF 120,000 basket and 25% price cap, conditions precedent (banking finance, COMCO approval), 3-year seller non-compete, closing on the 30th business day post-signing. The tax warranty runs 5 years; the general warranty 2 years — standard Swiss M&A terms.

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Hectelion advises on SPA structuring and negotiation in every M&A mandate, coordinating with legal counsel to protect clients' interests on both sell-side and buy-side.