In this context, Tekinalp believes that if the majority of the shares are transferred to the target company, the seller is liable for material and legal defects and assets deficiencies5. Depending on the type of activity of the target, there may be many other representations and guarantees. For example, as legislation does not provide for differentiation based on the issuance of quotas constituting sales shares, this issue would not affect valuations in this regard.8 At this stage, it is worth mentioning the increasingly popular and important endorsements, which are increasingly linked to share purchase contracts, i.e. tax offences already mentioned at the beginning of this article. A tax deed is a separate document signed by both parties at the same time as the OSG. This document is derived from English law and is a very practical instrument used by the parties to a transaction to plan the measures to be taken in the event of the appearance of certain circumstances and tax issues. Given that tax matters are currently a highly sensitive aspect of transactions due to significant changes in the legislation and practices of tax authorities, a tax deed generally provides that the seller is fully responsible for the company`s tax arrears relating to the period prior to the closing of the transaction. On the other hand, Ayo-lu makes that insurance and guarantees for the target company cannot be considered as specific qualifications notified by the seller in accordance with Article 219/1 tCO7. In a purchase and sale contractThe sales contract (SPA) is the result of important trade and tariff negotiations.
Essentially, it sets out the agreed elements of the agreement, contains a number of important safeguards for all parties involved and provides the legal framework for the conclusion of the sale of a property. The seller is required to provide detailed information to support factual statements submitted to the buyer, who may have little or no further knowledge of the transaction. Here are some of the benefits of repetition and guarantees for both parties: if the transaction is a share deal, there will also be assurances and guarantees on the capital of the objective.