BSBs also contain detailed information about the buyer and seller. The agreement covers all pre-negotiation deposits and acknowledges parts of the agreement that have already been completed. The agreement also records the date of the final sale. The buyer will try to prevent the seller from creating a new competitive business that will damage the value of the business sold. The sales contract therefore contains restrictive agreements that prevent the seller (for a fixed period and in certain geographic regions) from recruiting existing customers, suppliers or employees and, more generally, from competing with the sale of the business. These restrictive alliances must be adequate in geography, size and duration. Otherwise, they may be in violation of competition law. Regardless of the acquisition of assets or shares of a company (see our article: Asset Sale vs. Share Sale), the first step is to negotiate and design the GSP. The GSP is sometimes prepared by real estate agents, brokers or even the parties themselves.
However, it is customary and recommended that lawyers be retained to prepare or at least verify the GSP before the parties sign. At this point, the buyer and seller will likely have had preliminary discussions on the main terms (for example. B purchase price, asset or sale of shares), or even have written a non-binding letter of intent setting out all essential conditions. The lawyers are then tasked with negotiating and repairing the details of the GSP. The parties must also agree on a deadline, which is the date on which the transfer of ownership is officially carried out. The deadline for submission is often 30 to 60 days after the signing of the GSP, but this depends on the circumstances of the parties. In essence, all the details of the transaction are defined in the purchase and sale agreement, so that both parties share the same understanding. Minimum conditions that are usually included in the agreement include the purchase price, closing date, the amount of serious money the buyer must deposit as a deposit, and the list of items that are included in the sale that are not included. Before a transaction can take place, the buyer and seller negotiate the price of the item for sale and the terms of the transaction.