In most cases, legal documents consist of a share or asset sale contract, a transfer delivery executed at conclusion, and a number of ancillary contracts such as an interim service contract, a licensing agreement or a lease agreement. The sale agreement defines the terms and conditions of the entire transaction and contains provisions relating to the purpose of the sale, signature and closing, purchase price, agents and guarantees, compensation, agreements of the parties and settlement of disputes. The most remarkable difference between a share purchase contract and an asset sale contract is the description of the object of purchase, which contains very detailed provisions in an asset purchase agreement and even more detailed exposures on the subject. A separate transfer decision can be avoided if the seller already sells the shares of the share purchase agreement under the relevant conditions (for example. B concentration control or purchase price payment at conclusion). However, when the occupational pension system is implemented in the seller`s company by outside institutions such as a benevolent fund or pension fund, additional measures may be necessary to ensure the continuity of the buyer`s pension obligations in the case of equity transactions or asset agreements. Pension funds or benevolent funds are often only open to businesses or workers belonging to a particular group. If the purchaser does not meet the affiliation requirements of the statutes, it may be necessary to acquire or modify the affiliation through trilateral agreements or the approval of the statutes of that external pension fund, otherwise the employer is required to provide an appropriate pension plan through another pension fund or a benevolent fund. Fiduciary structures are often used as tools to secure potential claims from purchasers from insurance and guarantees or compensation in the absence of a sufficiently financially strong seller or guarantor. The amount of such a trust fund depends of course on the particulars of the transaction: 5 to 15 per cent of the purchase price (capital value) can be a good approximation of the current market.

 

Comments Closed

Comments are closed.

Facebook