Document background
The Buyout Agreement is a fundamental transaction document used in German M&A practice when one party seeks to acquire control of another company or business through either a share or asset purchase. This document is essential for transactions governed by German law and must comply with specific requirements under the German Civil Code (BGB), Commercial Code (HGB), and relevant corporate laws. The agreement typically includes detailed provisions on purchase price determination, payment terms, warranties, representations, conditions precedent, and closing mechanics. It also addresses crucial aspects such as employee transfers (under German employment law), regulatory approvals, and tax implications. The document serves as the primary contract governing the rights and obligations of all parties involved in the transaction.
