Acquisition of Assets in General

In an acquisition of assets, the target company sells all or a part of its business operations to the buyer. Ownership of the target company’s shares remains, however, unchanged. The subject matter of the transaction is the assets comprised in the business, such as machinery, equipment, fixtures, inventory and immaterial property, as well as the debts and liabilities relating to the business. In a normal situation, the parties’ objective is that the buyer will continue to operate the target business after the transaction.

The agreements and liabilities relating to the business are not, as a rule, automatically transferred without the approval of the relevant contracting parties or creditors. The procedures related to the transfer of these is often agreed upon separately in connection with the transaction.

An acquisition of assets constitutes often an assignment of business within the meaning of the Employment Contracts Act [2.8.6 Termination of an Employment Relationship during Transfer of Business], in which case the target business employees’ employment contracts must be assumed by the buyer without changes.