In addition to the purchase of a company by means of an asset deal, there is lso a second basic form of a company acquisition, namely the acquisition of an interest. A purchase of shares takes place if a company is sold in its present form, normally an unlimited partnership under commercial law or a joint stock company. All that is sold from a legal point of view is the interest of the seller in the company. This is represented by the partners' shares in the case of an unlimited partnership or shares in a private limited company(GmbH) or a public limited company (AG) in the case of a joint stock company. The legal form remains the same therefore and only the shareholdings are changed. The main differences between a share deal and asset deal are explained in the following comments. It should first of all be differentiated whether the interest is being acquired in an unlimited partnership or in a joint stock company as different legal regulations apply in both cases.
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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Any person who claims to be the victim of anti-competitive practices and wishes to seek compensation for the prejudice they consider to have suffered must prove before the civil courts that the three conditions of third party liability under general laws –negligence, competitive harm, and direct causal link– have been met.
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