M&A & investment
An asset deal allows the parties to define the business assets and obligations being transferred. That flexibility requires precise drafting and a practical plan for contracts, employees, data and permits.
Scope of our advice
The transaction perimeter may include inventory, machinery, IP, receivables, real estate and goodwill. Many contracts and liabilities require individual treatment or third-party consent. Statutory successor liability and employment transfer rules must also be checked.
What needs attention
Listing selected assets does not necessarily exclude statutory liabilities. Agree what happens if a required contract or permit cannot be transferred at completion.
Defining the perimeter and transferring the operation
An asset purchase requires a precise account of what the buyer receives and what remains with the seller. Equipment, stock, receivables, IP, contracts, data and premises may each need different transfer steps. A general description of the business is rarely enough for reliable implementation. We identify assets owned by third parties, leased equipment, shared systems and contracts that cannot simply be assigned. The excluded assets and liabilities should be as clear as those included in the sale.
How the legal work is organised
Completion is organised around operational continuity as well as payment. Contract consents, employee-transfer questions, licences, customer communications and access to records can determine whether the buyer can trade on day one. Statutory liability rules and tax consequences require assessment rather than assuming that an asset purchase excludes every historic exposure. Transitional services may be needed where the seller retains IT, accounting or facilities. The transfer schedule should state which evidence confirms delivery and what happens if a critical item cannot be transferred on time.
Four practical examples
Illustrative scenarios explaining typical legal issues; these are not statements about specific client mandates.
Production-line purchase
A buyer acquires machinery and customer contracts from a division. We define assets, condition, delivery, consents and continuity arrangements.
Practical approach. The machinery schedule should identify serial numbers, location, ownership and any security interests. Inspection, condition and handover records reduce disagreement about what was sold and whether it was delivered.
Employee transfer
The transaction includes an operating business unit. We examine transfer-of-undertaking issues and coordinate employee information and consultation.
Practical approach. Employment consequences are assessed by reference to the actual operation transferred, not the label used in the purchase agreement. Information and consultation workstreams must fit the commercial timetable.
Brand acquisition
A company buys a brand and its online shop. We verify IP ownership, domain control, customer-data treatment and platform account restrictions.
Practical approach. Verify the registered rights, ownership chain, licences and territories before completion. Domain names, artwork and distribution arrangements may need separate treatment so that the buyer receives a usable brand business.
Untransferred contract
A major supplier refuses consent. We negotiate interim arrangements and assess whether the acquisition can still achieve its commercial purpose.
Practical approach. A consent tracker should prioritise contracts without which the acquired business cannot operate. Temporary arrangements need careful drafting and should not be assumed to overcome an express transfer restriction.
Preparing the first discussion
Prepare an asset register, inventory, contract list, IP schedule, property arrangements, employee information and a map of shared services. Identify which assets are essential to revenue and who currently owns or controls them. For receivables and work in progress, agree the cut-off and supporting records so that later collection or reconciliation does not become a dispute.
Related expertise
Buy or sell a business · Share deals · Due diligence
Discuss your business matter
Tell us which parties and countries are involved, what you want to achieve and whether a deadline is approaching. We will clarify the scope, the appropriate legal team and the fee arrangements before work begins.
Reference: German Limited Liability Companies Act. English translations of German legislation may lag behind the authoritative German text. Application depends on the facts and the relevant current law.