Document background
The Share And Asset Purchase Agreement (SAPA) is a sophisticated transaction document used in the Philippines when a business acquisition involves both the purchase of company shares and specific business assets. This type of agreement is particularly relevant when the transaction structure requires separation of certain assets from the main corporate entity, or when only specific assets are being acquired alongside shares. The document must comply with Philippine corporate and commercial laws, including the Corporation Code, Securities Regulation Code, and relevant tax regulations. It typically includes comprehensive provisions for due diligence findings, warranties, indemnities, and specific closing conditions. The agreement must also address Philippine-specific requirements such as foreign ownership restrictions in certain sectors, local tax implications, and regulatory approvals. This document is crucial for complex business acquisitions where both corporate ownership and specific asset transfers need to be documented and executed simultaneously.
