The Company Sale Agreement is a fundamental transaction document used in German M&A practice for documenting the sale and acquisition of companies. It serves as the primary agreement between sellers and purchasers, detailing all aspects of the transaction from purchase price to warranties and indemnities. The document must comply with specific German legal requirements, including notarization for GmbH share transfers, and typically incorporates market-standard provisions reflecting German M&A practice. It is used in both private and public company acquisitions, though with different requirements depending on the company type, and can be adapted for share deals or asset deals. The agreement typically results from extensive negotiations and due diligence, and often forms part of a larger transaction document suite including ancillary agreements and closing documents.
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1. Parties: Identification of the seller(s) and purchaser(s), including full legal names and addresses
2. Background: Context of the transaction, including company details and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including the object of sale (shares/assets) and basic transfer mechanics
5. Purchase Price: Purchase price amount, payment terms, and any price adjustment mechanisms
6. Conditions Precedent: Conditions that must be fulfilled before completion of the transaction
7. Pre-Completion Obligations: Obligations of both parties between signing and completion
8. Completion: Mechanics and requirements for closing the transaction
9. Warranties: Seller's warranties regarding the company, its assets, and operations
10. Liability and Limitations: Scope and limitations of seller's liability under the warranties
11. Tax Matters: Tax-related provisions, indemnities, and allocations
12. Confidentiality: Provisions regarding confidential information and announcements
13. Notices: Format and procedure for formal communications between parties
14. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
15. Execution: Signature blocks and execution formalities
1. Employee Matters: Specific provisions regarding employees and works council requirements - used when employee transfers are significant
2. Real Estate: Specific provisions for company-owned real estate - used when real estate is a material asset
3. Intellectual Property: Detailed IP provisions - used when IP is a significant company asset
4. Environmental Matters: Environmental warranties and indemnities - used for companies with environmental risks
5. Competition/Antitrust: Merger control provisions - used for larger transactions requiring regulatory approval
6. Earn-out Provisions: Performance-based additional payments - used when part of purchase price is contingent on future performance
7. Non-Compete Obligations: Restrictions on seller's future activities - used when seller could compete with the business
8. Transitional Services: Post-completion support services - used when seller needs to provide ongoing services
9. Bank Financing: Provisions relating to external financing - used when purchase is partially bank-financed
10. Data Protection: GDPR and data transfer provisions - used when significant personal data is involved
1. Company Details: Detailed information about the target company including corporate documents
2. Properties: List and details of all real estate owned or leased by the company
3. Material Contracts: List and copies of key commercial contracts
4. Intellectual Property Rights: Schedule of all IP owned or licensed by the company
5. Employee Information: Details of all employees including key terms of employment
6. Warranties: Detailed warranties given by the seller
7. Tax Warranties: Specific tax-related warranties
8. Completion Requirements: Detailed list of completion deliverables and actions
9. Disclosed Information: List of all information disclosed against the warranties
10. Data Room Index: Index of all documents provided in due diligence
11. Purchase Price Adjustment: Detailed mechanics for any price adjustment
12. Form of Transfer Deed: Form of share transfer deed meeting German notarization requirements
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Technology
Retail
Professional Services
Healthcare
Real Estate
Financial Services
Energy
Telecommunications
Transportation
Construction
Agriculture
Media and Entertainment
Education
Hospitality
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Risk Management
Corporate Secretariat
Business Development
Executive Management
Integration
Treasury
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Development Director
Head of Mergers & Acquisitions
Managing Director
Finance Director
Legal Director
Business Development Manager
Investment Manager
Corporate Secretary
Tax Director
Integration Manager
Risk Manager
Compliance Officer
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