When it comes to purchasing a business, there are typically two main types of agreements: asset purchase agreements and share purchase agreements. In this article, we will be discussing the latter – the share purchase agreement specifically in the context of German law, where it is referred to as “Unternehmenskauf”.
What is a Share Purchase Agreement?
A share purchase agreement (SPA) is a legal document that outlines the terms and conditions for the sale and purchase of shares in a company. This type of contract is used when a buyer wants to purchase a company, but instead of acquiring the company`s assets, they acquire the shares of the company. This means that the buyer will take ownership of the entire company, including its liabilities, assets, and any legal obligations.
The structure of a share purchase agreement is usually quite complex, as it must address several different aspects of the transaction. In addition to the purchase price and payment terms, a SPA will typically cover:
– The ownership structure of the company
– Intellectual property rights
– Employment and consultancy agreements
– Taxation
– Indemnification and warranties
– Confidentiality and non-compete clauses
Unternehmenskauf in Germany
In Germany, the share purchase agreement is known as “Unternehmenskauf”, which translates to company purchase. German law has specific requirements for Unternehmenskauf agreements, which must be adhered to in order for the transaction to be considered valid.
Among the requirements for Unternehmenskauf agreements in Germany are:
– The agreement must be in writing
– The purchase price must be clearly stated
– The parties involved must be identified
– The percentage of shares being purchased must be specified
In addition to these requirements, Unternehmenskauf agreements in Germany must also address various other legal requirements, such as competition law and employment law.
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