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There are two different possibilities for a company merger: the "merger to establish a new company" and the "merger to take up". In both cases, the transferring legal entity (transfer company) is dissolved. This fact saves the transfer company from having to liquidate the transfer company, which is often lengthy and costly.

 

In the case of the merger to form a new legal entity, a new legal entity is established and the assets of the transfer company (s) are transferred to the new legal entity. The transfer company is incorporated into the new legal entity like a deposit.

 

At the time of the merger for inclusion, the legal entity taking over already exists and will not be re-established in the merger process. Here, too, the entire assets including all obligations of one or more transfer companies are brought in, usually against the granting of new shares or shares in the legal entity taking over.

 

The consequence of every merger, irrespective of whether for a new establishment or for inclusion, is that the transfer company (s) merge with all rights and obligations in the legal entity taking over. As a result, the transfer companies no longer exist as such immediately after the merger has been completed. Thus, the acquiring legal person becomes the legal successor of the transfer company (s).

 

In the case of company acquisitions, on the other hand, the assets (asset deal) or shares (share deal) are not sold and transferred to the purchaser as a whole, but by way of individual rights transfer for consideration (instead of granting shares).

 

The purchase of a company is an exchange relationship and therefore the relationship between buyer and seller is regulated in a sales contract.

 

In the past few months, our team has successfully advised a number of company mergers and acquisitions in the field of renewable energies.

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