Asset deal
An asset deal is a subspecies of the company acquisition in which assets (Engl. Assets) of an enterprise, such as land, buildings, machinery, patents, etc., within the framework of singular succession to be transmitted. This means that every asset and every liability must be transferred individually to the buyer with the consent of the respective contractual partner. There is therefore a choice of which assets are to be sold or acquired. If a transfer of business takes place with the transfer of individual assets , the existing employment relationships are also transferred to the purchaser. In the end, all that remains is society as a shell. Optionally, only individual business areas can be bought out of a company.
Assets that belong to a partner but are used by the company, e.g. B. real estate or land are excluded from the transfer. Whether the purchaser is liable for the seller's corporate liabilities and has to settle them, and which (domestic or foreign) law is to be applied to the contract, is also regulated separately. Any existing risks in an asset deal are not automatically transferred to the buyer.
Transmission process
The transfer of assets or rights takes place on a contractually agreed deadline. The transfer of the individual economic goods takes place through agreement and handover, in the case of land through notarial conveyance and entry in the land register. The shares in the company are transferred by assignment or, in the case of securitized shares, by transfer of ownership of the share certificates; in the case of registered shares, by endorsement .
It should be noted that the complete or predominant takeover of a company's assets can represent a so-called acquisition of control within the meaning of antitrust law ( merger control ) and therefore an approval requirement may apply.
The counterpart to the asset deal is the so-called share deal , which is a purchase of company shares .
literature
- Beisel, Wilhelm / Klumpp, Hans-Hermann: The company purchase - overall presentation of civil and tax law processes including company, labor and antitrust law issues when transferring a company . 5th edition. Beck Verlag, Munich 2006 ISBN 3406537073 .
- Ralf Ek / Philipp von Hoyenberg: Company purchase and sale , Beck legal advisor in dtv, 1st edition 2006, ISBN 3-406-54707-9 (CH Beck)
Individual evidence
- ↑ Transaction structuring - share deal versus asset deal. Retrieved June 2, 2013 .
- ↑ Walter Brugger : § 1409 ABGB and IPR (PDF; 1.0 MB) at www.profbrugger.at, requested on September 7, 2010
