Document background
The Acquisition Purchase Agreement (Unternehmenskaufvertrag) is the principal transaction document used in German M&A deals to effect the purchase and sale of a business, whether through share or asset acquisition. This document is essential when acquiring German companies or assets and must comply with specific requirements under German law, including notarization requirements for share transfers (beurkundungspflichtig). The agreement typically follows extensive due diligence and often incorporates sophisticated mechanisms for purchase price adjustments, warranties, and indemnities. It must address various aspects of German corporate, commercial, employment, and tax law, while considering regulatory requirements such as merger control and foreign investment reviews. The document is particularly important as it defines the entire transaction structure and serves as the primary reference point for all parties throughout the acquisition process and for any post-closing disputes.
