The Combination Agreement is a crucial document in German corporate transactions, used when two or more entities wish to combine their businesses through merger, consolidation, or other forms of corporate reorganization. This agreement type is governed primarily by the German Transformation Act (Umwandlungsgesetz) and must comply with various German corporate laws and regulations. A Combination Agreement typically includes detailed provisions on transaction structure, valuation, exchange ratios, employee matters, and completion mechanics. It requires careful consideration of German-specific legal requirements, including mandatory notarization, works council consultation, and specific corporate approvals. The document is particularly important in regulated industries and cross-border transactions where German entities are involved.
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1. Parties: Identification of the combining entities, including full legal names, registration details, and authorized representatives
2. Background: Recitals explaining the context and purpose of the combination, including the commercial rationale
3. Definitions and Interpretation: Comprehensive list of defined terms and interpretation rules used throughout the agreement
4. Structure of the Combination: Detailed description of the legal form of the combination (merger, consolidation, etc.) and the steps to achieve it
5. Consideration and Valuation: Terms of the exchange ratio, consideration, or other economic terms of the combination
6. Conditions Precedent: Prerequisites that must be satisfied before the combination can be completed
7. Pre-Completion Obligations: Conduct of business requirements and other obligations of the parties before completion
8. Completion Mechanics: Detailed process for completing the combination, including timing and required actions
9. Representations and Warranties: Statements of fact and assurances given by each party
10. Employee Matters: Treatment of employees, works council requirements, and employment-related obligations
11. Tax Matters: Tax treatment of the combination and related obligations
12. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes
13. Notices: Process and requirements for formal communications between parties
14. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Merger Control: Required when the combination meets certain turnover thresholds requiring competition authority approval
2. Intellectual Property: Needed when significant IP assets are involved in the combination
3. Real Estate: Required when significant real estate assets are part of the combination
4. Environmental Matters: Important for combinations involving industrial or potentially contaminated properties
5. Transitional Services: Needed when one party will provide services to the other during a transition period
6. Break Fee: Optional provisions for compensation if the combination fails under specific circumstances
7. Post-Completion Integration: Detailed integration plans and obligations, if agreed in advance
8. Financing Arrangements: Required when the combination involves external financing or specific funding arrangements
1. Corporate Information: Detailed corporate information of all parties, including shareholding structures
2. Assets Schedule: Comprehensive list of material assets included in the combination
3. Material Contracts: List and details of key contracts affecting the combination
4. Employee Information: Details of transferring employees, including key terms and conditions
5. Real Estate Schedule: Details of all real estate assets and related rights
6. Intellectual Property Schedule: List of all IP rights involved in the combination
7. Completion Requirements: Detailed checklist of actions and documents required for completion
8. Form of Transfer Documents: Templates for various transfer documents required to effect the combination
9. Warranties Schedule: Detailed warranties given by each party
10. Disclosed Matters: List of matters disclosed against the warranties
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