Mag. Balazs Esztegar LL.M.
Attorney-at-law Vienna

Piaristengasse 41/10
1080 Vienna, Austria
Tel. +43 1 997 4102
Fax +43 1 997 4102-99

Company Takeover Agreement

The purchase or takeover a company means usually the takeover of a number of individual assets whose totality will represent the value of the undertaking as such. In respect of the value of a company there are lots of different factors playing a part: invested assets, inventory of goods, customer portfolio, rights in intangible assets, shareholdings, etc. have a high importance determining the value. Consequently, purchase of a company involves always the acquisition of a package of rights but of obligations too.

In the event of a company purchase agreement it is thus an essential element to fix the company's value and to mark out the assets, which should be taken over by the purchaser via the devolution of the company.

For the case of the acquisition of companies there are statutory provisions, from which it is partially difficult to deviate, since they protect the interests of the creditors and the parties to the contract. Such provisions stipulate the assumption of debt and/or the devolution of contracts upon the purchaser of the undertaking. Thereby transferor and transferee are generally jointly liable for the obligations having already come into being. It is reasonable already on these grounds to formulate a written company purchase agreement. In the event of certain corporate forms like e.g. the limited liability company there is even a special formal requirement for the assignment of shares.