ICC launches new model contract

The first contract in the new series

Paris, 5 May 2004 - ICC has launched the first in a new series of model contracts, designed as a working tool to draft international merger and acquisition (M&A) agreements.

Following the succes s of the seven ICC model contracts currently on sale - covering subjects from turnkey transactions to distributorship - the new M&A series offers a time-saving and easy-to-use solution for parties and lawyers who are not specialized in international mergers and acquisitions. The series of contracts will enable users to draft a simple M&A agreement covering the most common issues when dealing with the transfer of a business.

The first contract from the series to go on sale is a Share Purchase Agreement (SPA) in its simplest form. Drafted by experts of the ICC Commission on Commercial Law and Practice with input from the Task Force on Mergers and Acquisitions, it covers the acquisition of the entire issued share capital of one company and covers a range of related issues including:

• Pre-closing and post-closing undertakings
  
• Warranties and breach of warranties
  
• Limitation of liability
  
• Confidentiality
  

Many additional topics are addressed in the useful annexes and the full text of the contract is included on CD-ROM.

Fabio Bortolotti, a partner at the law firm Lexjus - Buffa, Bortolotti & Mathis and Chair of the ICC Commission on Commercial Law and Practice (CLP), commented: "Buying a company is a complex and costly legal process, particularly in a cross-border transaction. The M&A series of model contracts provides a flexible working tool which buyers, sellers and lawyers alike will find a time-saving and cost effective option."

ICC sold over 3,000 model contracts in 2003 alone. They are used in thousands of contracts every year and are drafted by some of the best legal minds in the world without bias for any particular legal system.

CLP will hold its biannual meeting in Rome on 28 May. The agenda will cover legal issues affecting international business, including electronic contracting, outsourcing, agency and distributorship, the International Institute for the Unification of Private Law principles, international legal harmonization, software licensing, turnkey transactions and jurisdiction and applicable law issues. On 27 May 2004, an international conference on "Hard Law / Soft Law" is organized. Please click here to learn more about these two events and how to participate.

To purchase ICC Model Mergers and Acquisitions Contract l Share Purchase Agreement please visit the ICC Business Bookstore