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Company Acquisition Contract
"I need a Company Acquisition Contract under German law for a share deal to acquire a medium-sized software development company, with specific focus on intellectual property protection and employee retention provisions, including an earn-out mechanism based on 2025 performance targets."
1. Parties: Identification of the seller(s) and buyer(s), including full legal names, registration details, and addresses
2. Background: Context of the transaction, description of the target company, and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including the object of purchase (shares/assets) and basic agreement to sell and purchase
5. Purchase Price: Purchase price amount, payment terms, potential adjustments, and payment mechanics
6. Closing Conditions: Conditions precedent to closing, including regulatory approvals and third-party consents
7. Closing: Closing mechanics, including timing, location, and actions to be taken at closing
8. Seller's Warranties: Comprehensive warranties regarding the company, its business, and assets
9. Buyer's Warranties: Basic warranties from the buyer regarding authority and capacity
10. Remedies: Consequences of breach of warranties and other obligations, including limitation of liability
11. Pre-Closing Covenants: Obligations of parties between signing and closing, including conduct of business requirements
12. Tax Matters: Tax-related provisions, including allocations, indemnities, and cooperation obligations
13. Confidentiality: Provisions regarding confidential information and public announcements
14. Governing Law and Jurisdiction: Choice of German law and jurisdiction provisions
15. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments
1. Employee Matters: Specific provisions regarding employees, works council, and employment arrangements - required if employees are significantly affected
2. Real Estate: Specific provisions for real estate transfers - required if significant real estate assets are involved
3. Intellectual Property: Detailed IP transfer and protection provisions - required for technology or IP-heavy companies
4. Environmental Matters: Environmental warranties and indemnities - required for manufacturing or industrial businesses
5. Post-Closing Covenants: Non-compete, non-solicitation, and other post-closing obligations - optional based on transaction needs
6. Earn-out Provisions: Detailed earn-out calculation and payment terms - required if deal includes an earn-out component
7. Transition Services: Terms for post-closing services provided by seller - required if transition services are needed
1. Company Details: Detailed information about the target company including corporate documents and structure
2. Properties Schedule: List and details of all real estate owned or leased by the target company
3. Employee Schedule: List of employees, their positions, and key employment terms
4. Material Contracts: List and copies of all material contracts
5. Intellectual Property Schedule: List of all IP rights owned or licensed by the target company
6. Disclosed Information: List of all information disclosed during due diligence
7. Purchase Price Adjustment Mechanism: Detailed calculations and procedures for purchase price adjustments
8. Closing Checklist: List of all documents and actions required for closing
9. Data Room Index: Index of all documents provided in the due diligence data room
10. Form of Transfer Instruments: Templates for share transfer deeds or asset transfer documents
Authors
Manufacturing
Technology
Real Estate
Healthcare
Financial Services
Retail
Energy
Telecommunications
Professional Services
Industrial
Consumer Goods
Media and Entertainment
Transportation and Logistics
Life Sciences
Construction
Legal
Finance
Mergers & Acquisitions
Corporate Development
Strategy
Risk Management
Compliance
Tax
Human Resources
Operations
Business Development
Investment Banking
Due Diligence
Integration
Executive Management
Chief Executive Officer
Chief Financial Officer
General Counsel
Head of Mergers & Acquisitions
Corporate Development Director
Investment Director
Legal Director
Finance Director
Managing Director
Board Member
Corporate Lawyer
M&A Lawyer
Transaction Manager
Due Diligence Manager
Integration Manager
Risk Manager
Company Secretary
Head of Strategy
Business Development Director
Investment Banking Director
Find the exact document you need
Company Acquisition Contract
A German law-governed agreement for the acquisition of a company through share or asset purchase, incorporating mandatory German legal requirements and market-standard provisions.
Company Acquisition Agreement
A German law-governed agreement detailing the terms and conditions for acquiring a company, including purchase terms, warranties, and closing conditions.
Business Acquisition Letter Of Intent
A preliminary document under German law outlining the key terms and conditions for a proposed business acquisition, including both binding and non-binding provisions.
Asset Acquisition Agreement
A German law-governed agreement for the transfer of business assets from seller to purchaser, structured under German civil and commercial code requirements.
Acquisition Purchase Agreement
A German law-governed agreement detailing the terms and conditions for the purchase and sale of a business or company, including all necessary legal requirements under German jurisdiction.
Acquisition Confidentiality Agreement
German law-governed confidentiality agreement for protecting sensitive information during acquisition discussions and due diligence.
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