L'esecuzione dello SPA relativo alla maggioranza delle partecipazioni e la posizione dei terzi (Gestione interinale; earn out; drag-along).

The implementation of the SPA concerning majority shares and third parties position (ad interim management; earn out; drag-along) The Sale and Purchase Agreement (or Stock Purchase Agreement, in brief SPA) is a contract typically employed to transfer company shares. It both represents the ending point of a negotiation and a complex program of typical activities to be performed by the parties in the months following the signing, in order to obtain the transfer of the shares. SPAs include an extremely detailed regulation of the whole economic operation, reducing the uncertainties relating to any elements of the agreement. Therefore, SPAs tend to be lengthy, self-sufficient documents on which sophisticated and "professional" parties have agreed. Consequently, such contracts leave little room for integrative interpretation and implementation solely based on good faith. SPAs go beyond the provision of parties' rights and obligations, describing behaviour, acts and facts concerning the actors involved and even results depending on third parties, i.e. the company itself or minority shareholders. For instance, SPAs often include ad interim management clauses, earn out clauses and tag-along clauses. These provisions are of significant interest, especially in relation to the risk that they guarantee and the consequences of their violation.