On the other hand, in the case of an asset agreement in the form of a business transfer, in order for a company to continue its activities, the buyer usually needs to apply to the relevant government authorities for the renewal or modification of authorizations and licenses, including general authorizations, such as. B permit to open and operate. In order to be safe, draft detailed provisions concerning the renewal of the company`s authorisations and licences should be put in place within the framework of the relevant agreement, in accordance with the mutual understanding of the parties. In M&A transactions, lawyers have two main tasks: the implementation of legal due diligence and the organization of sales contracts. Although it is much less likely for a buyer to inherit tax obligations and penalties in the event of an asset agreement compared to a Share Deal, it is not possible to fully state that, under an asset agreement, the buyer will in no way be affected by the above-mentioned liabilities to which the target company may be exposed as a result of its past practices. especially from a theoretical point of view. The buyer, as a shareholder or director, follows in the footsteps of the seller, but employees, contracts, real estate, etc., remain the property of the company. It is therefore not necessary to transfer the company`s assets, so a sale of shares can often be carried out without the participation of third parties. A share purchase is therefore often much more discreet than an asset purchase. If the guarantees are beneficial, the party it gives must be able to support them. When a buyer buys shares, all the guarantees given by the seller are given by him personally.
An asset agreement may require longer preparation and negotiation of all aspects of the agreement (including assigned assets, termination and reopening of the contract, assignment of leasing, portability of the contract, payments from creditors, etc.). However, once all these issues are resolved, the move to closing and closing the transaction is little more than a formality. When a company is composed of several shareholders, there is usually a shareholders` agreement. These agreements define the rights and obligations of shareholders. In most cases, they contain certain rights related to the exit of a shareholder. If this is the case, lawyers must take these rights into account in the share purchase agreement of the transaction. This article focuses on the share purchase agreement. When establishing a share purchase agreement, it is important to provide details about the shares to be sold, for example. B the nature of the actions. Common, Preferred, Voting, and Non-Voting are terms that can be used to describe actions. Since the licences and authorisations necessary for the activities of an undertaking are issued under the title of the undertaking which holds that activity, it is not necessary, under a sharing contract, to renew or amend such licences and authorisations, unless there is a specific provision under the legislation in force.
Certain sectors, such as the energy sector or insurance, are subject to specific provisions which must be notified or approved before the transfer of shares from a competent authority. However, these requirements are relevant for the conclusion of the share transfer transaction, but not for the continuation of activities after such a transaction. . . .