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Company Acquisition Agreement

Company Acquisition Agreement Template for Germany

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Key Requirements PROMPT example:

Company Acquisition Agreement

"I need a Company Acquisition Agreement under German law for acquiring a software development company, with particular emphasis on intellectual property protection and retention of key employees, targeting completion by March 2025."

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Document background
The Company Acquisition Agreement is a fundamental transaction document used in mergers and acquisitions under German law when one entity intends to acquire another company through either a share purchase or asset purchase structure. This document is essential for transactions involving German companies or assets located in Germany, requiring compliance with specific German legal requirements including the German Civil Code (BGB), Commercial Code (HGB), and corporate laws. The agreement comprehensively addresses all aspects of the transaction, from purchase price mechanisms and warranties to regulatory compliance and post-closing obligations. It's particularly important to note that German law has specific requirements regarding form and content, including certain provisions that must be notarized, and the agreement must account for various stakeholder interests, including employee rights under German labor law.
Suggested Sections

1. Parties: Identification of the seller(s) and buyer(s), including full legal names and registration details as required under German law

2. Background: Context of the transaction, including brief description of the target company and purpose of the agreement

3. Definitions and Interpretation: Comprehensive list of defined terms and interpretation rules used throughout the agreement

4. Sale and Purchase: Core transaction terms including description of shares/assets being sold and basic purchase obligation

5. Purchase Price: Detailed description of the purchase price, including calculation methodology and adjustments

6. Closing Conditions: Conditions precedent to closing, including regulatory approvals and third-party consents

7. Pre-Closing Covenants: Obligations of the parties between signing and closing, including conduct of business requirements

8. Closing: Mechanics of the closing process, including required actions and deliverables

9. Representations and Warranties of the Seller: Seller's warranties regarding the company, its business, and shares/assets being sold

10. Representations and Warranties of the Buyer: Buyer's warranties, including authority and ability to complete the transaction

11. Indemnification: Remedies and procedures for breach of warranties or other obligations

12. Limitations of Liability: Temporal and monetary limitations on warranty claims and other liability

13. Tax Matters: Allocation of tax liabilities and obligations, including tax indemnities

14. Confidentiality: Obligations regarding transaction confidentiality and public announcements

15. Governing Law and Jurisdiction: Choice of German law and jurisdiction provisions

16. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments

Optional Sections

1. Seller Financing: Terms of any seller-provided financing, included when part of purchase price is deferred or financed by seller

2. Earn-out Provisions: Detailed provisions for additional purchase price payments based on future performance, included when deal includes earn-out structure

3. Employee Matters: Specific provisions regarding employees and employment agreements, included when employment arrangements are material to the transaction

4. Real Estate: Specific provisions regarding real estate owned or leased by the target company, included when real estate is material

5. Intellectual Property: Detailed IP provisions, included when IP is a material asset

6. Environmental Matters: Specific environmental provisions and indemnities, included for businesses with significant environmental exposure

7. Competition Compliance: Detailed antitrust compliance provisions, included when transaction requires merger control approval

8. Transition Services: Terms of post-closing services provided by seller, included when ongoing seller support is required

Suggested Schedules

1. Disclosure Schedule: Detailed disclosures and exceptions to warranties

2. Company Information: Details of the target company including corporate documents and capitalization

3. Financial Statements: Recent financial statements of the target company

4. Material Contracts: List and copies of material contracts

5. Real Property: Details of owned and leased real estate

6. Intellectual Property: List of IP rights and registrations

7. Employee Information: List of employees and employment terms

8. Permits and Licenses: List of material permits and licenses

9. Closing Checklist: List of required closing deliverables and actions

10. Purchase Price Adjustment Methodology: Detailed calculations and procedures for purchase price adjustments

11. Form of Closing Documents: Forms of various closing certificates and transfer documents

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Clauses
Sale and Purchase
Purchase Price
Purchase Price Adjustment
Payment Terms
Conditions Precedent
Closing Mechanics
Pre-Closing Covenants
Post-Closing Covenants
Representations and Warranties
Corporate Authority
Share Ownership
Financial Statements
Business Operations
Material Contracts
Employment Matters
Intellectual Property
Real Property
Environmental Compliance
Regulatory Compliance
Tax Matters
Insurance
Data Protection
Competition Law
Indemnification
Liability Limitations
Material Adverse Change
Confidentiality
Non-Competition
Non-Solicitation
Public Announcements
Force Majeure
Assignment
Third Party Rights
Notices
Costs and Expenses
Amendments
Severability
Entire Agreement
Governing Law
Dispute Resolution
Language
Notarization
Relevant Industries

Manufacturing

Technology

Financial Services

Healthcare

Real Estate

Retail

Energy

Telecommunications

Professional Services

Industrial

Consumer Goods

Media and Entertainment

Automotive

Life Sciences

Infrastructure

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Strategy

Tax

Human Resources

Operations

Risk Management

Compliance

Due Diligence

Integration

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Development Director

M&A Director

Legal Counsel

Finance Director

Business Development Manager

Investment Manager

Corporate Attorney

Due Diligence Manager

Integration Manager

Risk Manager

Company Secretary

Transaction Manager

Board Member

Managing Director

Industries
Bürgerliches Gesetzbuch (BGB): German Civil Code - Provides the fundamental framework for contract law, including formation, interpretation, and enforcement of contracts
Handelsgesetzbuch (HGB): German Commercial Code - Governs commercial transactions and business relationships between merchants
Aktiengesetz (AktG): Stock Corporation Act - Regulates corporate structures and transactions involving stock corporations (AG)
GmbH-Gesetz (GmbHG): Limited Liability Company Act - Governs transactions involving German limited liability companies (GmbH)
Umwandlungsgesetz (UmwG): Transformation Act - Regulates corporate transformations, including mergers, splits, and changes in legal form
Gesetz gegen Wettbewerbsbeschränkungen (GWB): Act Against Restraints of Competition - Contains merger control provisions and antitrust regulations
Arbeitsrecht (Various Labor Laws): Employment Law - Including transfer of undertakings and protection of employee rights during company acquisitions
Bundesdatenschutzgesetz (BDSG): Federal Data Protection Act - Regulates data protection and privacy aspects of corporate transactions
Unternehmenssteuerrecht: Corporate Tax Law - Governs tax implications of company acquisitions and related transactions
Wertpapiererwerbs- und Übernahmegesetz (WpÜG): Securities Acquisition and Takeover Act - Regulates public takeovers and mandatory offers for listed companies
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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