Glossary
Company acquisitions from A to Z.
Key terms of Austrian company acquisitions explained in plain language: share deal, asset deal, due diligence, SPA, warranties, earn-out and closing.
Your law firm
BRANDAUER Rechtsanwälte
Salzburg law firm for corporate, company and transaction law
Every transaction is handled by a coordinated team of lawyers, legal staff and specialists. In company acquisition matters we look at structure, contract, tax and liability together.
C
- Change of control A contract clause granting a contracting party special rights (such as termination or consent) on a change of control in the other company.
- Closing The completion of the transaction at which, once all conditions are satisfied, the shares are transferred and the purchase price is paid.
- Company register (Firmenbuch) The public register in which companies and their legally relevant circumstances are recorded and published in Austria.
- Completion accounts A purchase-price mechanism with a subsequent adjustment based on closing accounts drawn up as at the completion date.
- Conditions precedent Suspensive conditions that must be satisfied between signing and closing before the transaction is completed.
D
E
L
- Letter of intent (LOI) A declaration of intent at the start of a transaction recording the key terms and process, but as a rule not yet binding the parties to conclude the deal.
- Locked box A purchase-price mechanism in which the price is based on a fixed, historic reference date and is not adjusted after closing.
N
S
- Share deal Acquisition of a business by purchasing the shares (for example GmbH shares) in the legal entity, which continues with all its assets and liabilities.
- Share purchase agreement (SPA) The central agreement governing the acquisition of a business (share or asset deal), covering the object of sale, purchase price, warranties and completion.
- Shareholder dispute A conflict between shareholders over management, profit distribution or exit that can endanger the existence and capacity to act of the company.
- Signing The execution of the share purchase agreement, by which the parties become contractually bound; the transfer itself follows at closing.
T
This explanation gives a general overview of Austrian law and does not replace advice in an individual case. The specific circumstances of your transaction are always decisive.
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