Article 10 constitutes the rights of both contracting parties to rescind the contract up to the agreed closing date. A share purchase in Germany is different in this respect from the share purchase envisaged in the master contract. In the master contract, there is a certain interval between the signature date of the contract and the closing date. There are now two possibilities under German law:
1. If it has been agreed by the contracting parties that the contractual transaction and the disposition transaction should be carried out on one date, the whole contract document would be classified as a so-called preliminary contract under German law. This would result in the rulings included in Article 10 on the rescission of the agreement only being valid in respect of the preliminary contract.
2.2. It is possible to make a temporal separation between the commitment transaction from the disposition transaction under German law. The current agreement would be interpreted as the conclusion of a main contractual commitment transaction in this case. This would in turn result in the parties agreeing withdrawal rights with the rulings in Article 10 which would be established along with the statutory withdrawal rights after the conclusion of the contract. These contractual withdrawal rights could also be temporally limited within the specified framework, i.e. up to the execution of the disposition transaction in other words the transfer.
For further information please contact Dr Erich Michel, Wessing Berenberg-Gossler Zimmermann Lange, Freiherr-Vom-Stein-Strasse 24-26, Frankfurt am Maim 60323, Frankfurt, Germany- Tel: +496 997 1300, Fax: +496 997 130100.
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The Purchase and Sale of Companies in - 6.Stock Purchase Agreement - Article 10
