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Reverse Merger Agreement

Reverse Merger Agreement Template for Germany

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Key Requirements PROMPT example:

Reverse Merger Agreement

"I need a Reverse Merger Agreement under German law for merging our private technology company specializing in AI software into a listed shell company, with specific provisions for IP protection and employee stock option plans to be completed by March 2025."

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Document background
The Reverse Merger Agreement is a strategic legal instrument used when a private company seeks to become publicly traded without undertaking a traditional IPO process. Under German law, this document is particularly complex due to specific requirements of the Umwandlungsgesetz (UmwG) and other corporate regulations. The agreement details the merger of a private operating company into a publicly traded shell company, effectively allowing the private company to gain public status while maintaining operational control. It includes comprehensive provisions for corporate restructuring, shareholder rights, employee protection, regulatory compliance, and post-merger integration. The document must address specific German legal requirements regarding corporate governance, works council involvement, and shareholder approvals, while ensuring compliance with securities regulations and stock exchange rules. This type of agreement is particularly relevant in scenarios where traditional IPO routes may be too time-consuming or costly, while still providing access to public markets.
Suggested Sections

1. Parties: Identification of the public shell company (acquirer) and the private operating company (target), including their full legal names, registration details, and addresses

2. Background: Context of the reverse merger, including the current status of both companies and the purpose of the transaction

3. Definitions: Definitions of key terms used throughout the agreement, including technical, financial, and legal terminology

4. Structure of the Reverse Merger: Detailed description of the merger mechanism, including the absorption process and resulting corporate structure

5. Share Exchange and Capital Structure: Terms of the share exchange ratio, capital increase, and resulting shareholding structure

6. Consideration and Payment: Details of any cash considerations, share transfers, and payment mechanisms

7. Closing Conditions: Prerequisites that must be met before the merger can be completed, including regulatory approvals

8. Representations and Warranties: Statements of fact by both parties about their legal status, financial condition, and authority to enter into the agreement

9. Pre-Closing Covenants: Obligations of both parties between signing and closing, including operational restrictions

10. Closing Process: Step-by-step procedure for completing the merger, including documentation requirements

11. Post-Closing Obligations: Commitments and responsibilities of parties after the merger is completed

12. Corporate Governance: Management structure and corporate governance of the resulting entity

13. Employee Matters: Treatment of employees and employment agreements post-merger

14. Termination Rights: Circumstances under which either party may terminate the agreement

15. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes

16. Miscellaneous: Standard legal provisions including notices, amendments, and severability

Optional Sections

1. Tax Matters: Detailed tax structuring and allocations - include when specific tax arrangements are needed

2. Intellectual Property Rights: Special provisions for IP transfer and protection - include when significant IP assets are involved

3. Real Estate Provisions: Specific provisions for real estate transfers - include when significant real estate assets are involved

4. Environmental Matters: Environmental warranties and indemnities - include for companies in industries with environmental risks

5. Competition Compliance: Detailed antitrust provisions - include when merger requires competition authority approval

6. Financing Provisions: Terms of any external financing - include when the merger involves external funding

7. Earn-out Provisions: Structure of any earn-out payments - include when part of consideration is performance-based

8. Works Council Provisions: Specific provisions regarding works council involvement - include when required under German labor law

Suggested Schedules

1. Schedule 1 - Merger Plan: Detailed merger plan as required by UmwG, including technical details of the merger process

2. Schedule 2 - Capital Structure: Pre and post-merger capital structure, including share allocation details

3. Schedule 3 - Financial Statements: Recent financial statements of both companies

4. Schedule 4 - Material Contracts: List and copies of material contracts affecting the merger

5. Schedule 5 - Due Diligence Findings: Summary of key due diligence findings and any identified risks

6. Schedule 6 - Required Consents: List of required regulatory and third-party consents

7. Schedule 7 - Employee Information: Details of employees, benefits, and any transfer arrangements

8. Schedule 8 - Real Estate: Details of real estate ownership and leases

9. Schedule 9 - Intellectual Property: List of IP rights and related agreements

10. Schedule 10 - Closing Checklist: Detailed checklist of all required closing actions and documents

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions
















































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Relevant Industries

Technology

Manufacturing

Financial Services

Healthcare

Real Estate

Energy

Telecommunications

Biotechnology

E-commerce

Professional Services

Industrial

Consumer Goods

Media and Entertainment

Transportation and Logistics

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Risk Management

Treasury

Investor Relations

Corporate Governance

Human Resources

Tax

Operations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Corporate Secretary

Head of Mergers & Acquisitions

Finance Director

Legal Counsel

Corporate Development Director

Investment Banking Director

Compliance Officer

Board Member

Managing Director

Integration Manager

Risk Manager

Treasury Manager

Investor Relations Director

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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