he acquisition or sale of a company is one of the most demanding areas of consulting. Complicated civil and corporate law problems are combined with tax structuring options to form an interesting field of activity.
Chronologically structured according to the phases of a company sale, the handbook supports both the seller and the buyer in drafting contracts and avoiding liability as well as in tax structuring and optimization. Numerous design recommendations, examples and "warnings" as well as samples help with implementation.
- Reform of inheritance tax and valuation law;
- Comprehensive presentation on duties of disclosure and liability arising from c.i.c.;
- New case law and literature on liability in bad faith through the attribution of knowledge and conduct in M&A (including OLG Düsseldorf "Masterflex");
- Data protection and increasing digitization of companies;
- BGH: No application of Sec. 179a AktG to GmbHs
- BGH: Distinction between the purchase of a company and the mere purchase of an equity interest;
- Purchase price mechanisms specifically for cash/debt free;
- Breach of balance sheet guarantees;
- Invalidity of company purchase agreements, e.g. due to violations of Sections 123, 134, 138 or antitrust prohibitions and the associated issues of (re)settlement under enrichment law;
- Interaction of duties of disclosure, warranties as well as, if applicable, (judicial) contract adjustments according to §§ 133, 157 as well as §§ 242, 313 and c.i.c.
The authors are experienced practitioners and active in advising medium-sized companies and their shareholders. Compared to the previous edition, the authors have been expanded to cover the areas of valuation, labor law, insolvency law and antitrust law in greater depth.
For lawyers and notaries, tax consultants and auditors, managing directors, board members, supervisory board members, medium-sized companies and entrepreneurs, commercial managers and in-house lawyers of medium-sized companies as well as management consultants.