When a company plans to sell assets or a business unit (usually in the form of a fonds de commerce in France) to a foreign buyer, the applicable legal framework becomes a key consideration. Since assets, such as real estate, business divisions, industrial property rights, and customer bases, are closely linked to their country of location, it is rare for a foreign buyer to fully integrate these assets into its own structure abroad.
Instead, the foreign buyer will typically first establish a subsidiary in the target company’s country, which then acquires the assets or business division.
Thus, an international asset deal is usually not a cross-border company purchase in the narrow sense, but rather a local transaction carried out as part of an international group development (i.e., establishment of the foreign subsidiary as the purchaser of the assets). Our lawyers specializing in international commercial and trade law, as well as M&A law, provide comprehensive advice on the legally compliant structuring and execution of such cross-border transactions in Germany, France, and third countries. They work closely with our colleagues from our a-Global partner network.

When a group plans to sell a subsidiary as part of a share deal, the question arises as to which legal system applies to the share purchase agreement. In theory, buyers and sellers can choose the applicable legal system within the scope of their freedom of contract.
In practice, however, a share deal covers not only the contractual aspect of the purchase, but also the transfer of ownership of the shares. This transfer of ownership is subject to the law of the country in which the target company is based – the so-called “lex societatis”.
Therefore, it is essential for both the seller (transferor) and the buyer (transferee) to comply with the corporate law requirements of the target company’s country of incorporation. To avoid unnecessary complications, the same law should generally be chosen for the entire share purchase agreement – i.e., the law applicable at the registered office of the target company (lex societatis).
For international share deals, our lawyers specializing in international commercial and trade law, as well as M&A law, regularly recommend specifying the company law at the registered office of the target company as the uniform contract statute for reasons of practical feasibility and strategic efficiency.

Thorough preparation is always essential when acquiring a company, whether through an asset deal (sale of assets), a business unit/fonds de commerce, or a share deal (sale of shares or stock). This includes the conclusion of preliminary agreements, such as a confidentiality agreement (non-disclosure agreement/NDA) or a letter of intent (LOI), as well as legal, tax, and financial due diligence. This involves compiling all legally relevant documents, reviewing current contracts, and identifying and assessing potential risks, such as those related to legal, tax, labor law, or environmental issues. It is also necessary to determine if official approvals are required, such as in merger control or foreign investment control.

Thoroughly preparing these aspects provides planning security, accelerates the transaction process, and reduces the risk of subsequent delays or blockages.

Our lawyers specializing in international commercial and trade law, as well as M&A law, will support you in the targeted preparation of cross-border company acquisitions. We draft and review all necessary contractual documents and provide legally compliant support throughout all phases of the transaction in Germany, France, or a third country – from the preparatory phase and due diligence to contract negotiations and signing and closing (completion of the transaction through payment of the purchase price and transfer of assets or company shares). We coordinate closely with our colleagues from our a-Global partner network to provide our advice.

When acquiring a company abroad, unforeseen legal, tax, labor, or financial risks may arise. These risks can manifest as hidden defects, such as unknown liabilities or financial risks, pending legal proceedings, inadequately drafted contracts, or a general lack of legal compliance with local regulations on the part of the target company.

Differences in country-specific labor, tax, and competition laws can significantly impact the valuation of the acquired company and its economic or financial situation.

Our lawyers specializing in international commercial and trade law, as well as M&A law, will assist you in conducting comprehensive legal, tax, and financial due diligence. This will allow you to identify potential risks early on and consider them in your decision-making process before signing the company purchase agreement.

In principle, companies based in different countries can merge across borders. Within the European Union, EU directives on cross-border mergers, as well as the European Court of Justice’s case law, enable the cross-border merger of two companies from different member states into a single company.

However, such projects require compliance with specific legal requirements in each participating country. These requirements may include provisions regarding the information and participation of employees, the tax treatment of asset transfers, and the protection of creditors’ rights.

Our lawyers specializing in international commercial and trade law, as well as M&A law, will assist you with the legal planning and implementation of cross-border mergers in Germany, France, or a third country. They will work closely with our colleagues from our a-Global partner network.

Any company based in the European Union (EU) can transfer its registered office to another EU member state without first dissolving and liquidating in its country of origin (with taxation of hidden reserves) and reestablishing itself in the destination country.

For instance, a German GmbH can convert its registered office to a French SAS across borders. This type of transfer is made possible by the case law of the European Court of Justice and the relevant conversion directives, which allow for a transfer of registered office while maintaining the legal identity of the company.

Our lawyers specializing in international corporate law provide comprehensive advice and support in preparing for and implementing a cross-border change of registered office. This includes converting legal forms, such as changing from a GmbH to an SAS, and ensuring compliance with all legal requirements in Germany, France, or any other EU member state. We work closely with our colleagues from our a-Global partner network to provide this service.