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 restricted. 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 share acquisition, it should be noted that the buyer can, as a rule, take advantage of all shareholder rights only when the transaction has been completed and the buyer has paid the purchase price of the shares and the related transfer tax and the buyer has been registered in the share register. If the company has share certificates, it is also required that the share certificates, including endorsements regarding the transfer, have been transferred to the buyer. If the company is a book-entry system, the buyer can in principle exercise all the rights of the owner only when. The shares in book-entry form have been registered in the buyer’s book-entry account.