Acquisition Transaction

Upon evaluation of a corporate acquisition as an acquisition of shares, possible inclusion of a redemption clause [Redemption Clause]⁠ or a consent clause [Consent Clause]⁠ in the Articles of Association of the target company should be taken into account, as these may make the acquisition more difficult. Also, a shareholder may have entered into a shareholders’ agreement [Shareholders’ Agreement] ⁠restricting the shareholder’s right to sell or otherwise transfer the shares whether to third parties in general, or to certain buyers.

Issues relating to transfer of shares to a new shareholder have been addressed elsewhere [Transfer of Shares to a New Owner]⁠. As regards execution of a corporate acquisition, it should be noted that the buyer can, as a rule, take advantage of all shareholder rights only when the buyer has been registered in the share register, or the share certificates, including endorsements regarding the transfer, have been transferred to the buyer, or the shares in book-entry form have been registered in the buyer’s book-entry account.