However, business relationships between a group company and third parties may require more complex legal analysis. For example, the underlying contractual relationship between this group company and a third party should be carefully checked to ensure that the services or assets concerned can also be used by the company of the group concerned following the restructuring of the company concerned. If these agreements do not comply with the existing legal framework of the group of companies, it may be necessary to negotiate a modification of the agreement with the third party concerned upstream. In most cases, legal documents consist of a share or asset sale contract, a transfer delivery executed at conclusion, and a number of ancillary contracts such as an interim service contract, a licensing agreement or a lease agreement. The sale agreement defines the terms and conditions of the entire transaction and contains provisions relating to the purpose of the sale, signature and closing, purchase price, agents and guarantees, compensation, agreements of the parties and settlement of disputes. The most remarkable difference between a share purchase contract and an asset sale contract is the description of the object of purchase, which contains very detailed provisions in an asset purchase agreement and even more detailed exposures on the subject. A separate transfer decision can be avoided if the seller already sells the shares of the share purchase agreement under the relevant conditions (for example. B concentration control or purchase price payment at conclusion). There is no specific law governing private acquisitions and divestitures in Germany. Instead, the general provisions of German civil law relating to the purchase of goods are in addition to the corporate laws, which apply according to the legal form of the person concerned and others, depending on the transaction in which the objective is active. Since most of the applicable provisions of German civil law are not mandatory, the parties are free to adapt the sales contract to the outcome of the negotiations.
Thus, sales contracts on the German model largely follow the standards of the Anglo-American market, at least in the international context. The opening of negotiations between the seller and the buyer creates a pre-contract relationship with the obligation to show mutual respect and loyalty and to take into account the legal rights and interests of the negotiating partner. Any culpable violation of these obligations by a party may result in liability of the hurtful party (culpa in contrahendo). In contract negotiations, pre-contract obligations include the obligation to negotiate in good faith, but generally not the obligation to give in. However, a breakdown of negotiations without cause may result in liability on the dismissing party if the other party reasonably relied on the conclusion of the negotiations (. B, for example, because the parties agreed on all the remaining key issues in the sales contract and expressly agreed within a few days on that basis).
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