Document background
The Asset Acquisition Agreement is a fundamental transaction document used when a business wants to purchase specific assets rather than acquiring shares in a company. Under German law, this agreement must comply with various regulations including the Bürgerliches Gesetzbuch (BGB) for contract formation and asset transfer, and the Handelsgesetzbuch (HGB) for commercial aspects. The document is essential for transactions where parties wish to cherry-pick specific assets, avoid taking over all liabilities, or structure the deal for tax efficiency. It typically includes detailed asset descriptions, purchase price mechanisms, warranties specific to the assets, and various closing conditions. The agreement must address specific German law requirements regarding asset transfer, including form requirements for certain assets (such as real estate), tax implications, and employment law considerations if the transfer includes employees.
