The Company Acquisition Contract is a fundamental transaction document used in mergers and acquisitions in Germany. It is employed when one company or investor seeks to acquire another company, either through purchasing shares from its shareholders or acquiring its assets. This contract type must strictly comply with German legal requirements, including the German Civil Code (BGB), Commercial Code (HGB), and corporate laws such as the GmbH Act or Stock Corporation Act (AktG). The document covers crucial elements such as purchase price mechanisms, detailed warranty catalogs typical in German M&A practice, specific closing conditions including regulatory approvals, and often requires notarization, particularly for GmbH share transfers. It's designed to protect both parties' interests while ensuring compliance with German corporate, tax, antitrust, and employment laws, making it essential for any corporate acquisition in Germany.
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1. Parties: Identification of the seller(s) and buyer(s), including full legal names, registration details, and addresses
2. Background: Context of the transaction, description of the target company, and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including the object of purchase (shares/assets) and basic agreement to sell and purchase
5. Purchase Price: Purchase price amount, payment terms, potential adjustments, and payment mechanics
6. Closing Conditions: Conditions precedent to closing, including regulatory approvals and third-party consents
7. Closing: Closing mechanics, including timing, location, and actions to be taken at closing
8. Seller's Warranties: Comprehensive warranties regarding the company, its business, and assets
9. Buyer's Warranties: Basic warranties from the buyer regarding authority and capacity
10. Remedies: Consequences of breach of warranties and other obligations, including limitation of liability
11. Pre-Closing Covenants: Obligations of parties between signing and closing, including conduct of business requirements
12. Tax Matters: Tax-related provisions, including allocations, indemnities, and cooperation obligations
13. Confidentiality: Provisions regarding confidential information and public announcements
14. Governing Law and Jurisdiction: Choice of German law and jurisdiction provisions
15. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments
1. Employee Matters: Specific provisions regarding employees, works council, and employment arrangements - required if employees are significantly affected
2. Real Estate: Specific provisions for real estate transfers - required if significant real estate assets are involved
3. Intellectual Property: Detailed IP transfer and protection provisions - required for technology or IP-heavy companies
4. Environmental Matters: Environmental warranties and indemnities - required for manufacturing or industrial businesses
5. Post-Closing Covenants: Non-compete, non-solicitation, and other post-closing obligations - optional based on transaction needs
6. Earn-out Provisions: Detailed earn-out calculation and payment terms - required if deal includes an earn-out component
7. Transition Services: Terms for post-closing services provided by seller - required if transition services are needed
1. Company Details: Detailed information about the target company including corporate documents and structure
2. Properties Schedule: List and details of all real estate owned or leased by the target company
3. Employee Schedule: List of employees, their positions, and key employment terms
4. Material Contracts: List and copies of all material contracts
5. Intellectual Property Schedule: List of all IP rights owned or licensed by the target company
6. Disclosed Information: List of all information disclosed during due diligence
7. Purchase Price Adjustment Mechanism: Detailed calculations and procedures for purchase price adjustments
8. Closing Checklist: List of all documents and actions required for closing
9. Data Room Index: Index of all documents provided in the due diligence data room
10. Form of Transfer Instruments: Ƶ for share transfer deeds or asset transfer documents
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