The Reverse Merger Agreement is a strategic legal instrument used when a private company seeks to become publicly traded without undertaking a traditional IPO process. Under German law, this document is particularly complex due to specific requirements of the Umwandlungsgesetz (UmwG) and other corporate regulations. The agreement details the merger of a private operating company into a publicly traded shell company, effectively allowing the private company to gain public status while maintaining operational control. It includes comprehensive provisions for corporate restructuring, shareholder rights, employee protection, regulatory compliance, and post-merger integration. The document must address specific German legal requirements regarding corporate governance, works council involvement, and shareholder approvals, while ensuring compliance with securities regulations and stock exchange rules. This type of agreement is particularly relevant in scenarios where traditional IPO routes may be too time-consuming or costly, while still providing access to public markets.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Your data doesn't train Genie's AI
You keep IP ownership of your docs
1. Parties: Identification of the public shell company (acquirer) and the private operating company (target), including their full legal names, registration details, and addresses
2. Background: Context of the reverse merger, including the current status of both companies and the purpose of the transaction
3. Definitions: Definitions of key terms used throughout the agreement, including technical, financial, and legal terminology
4. Structure of the Reverse Merger: Detailed description of the merger mechanism, including the absorption process and resulting corporate structure
5. Share Exchange and Capital Structure: Terms of the share exchange ratio, capital increase, and resulting shareholding structure
6. Consideration and Payment: Details of any cash considerations, share transfers, and payment mechanisms
7. Closing Conditions: Prerequisites that must be met before the merger can be completed, including regulatory approvals
8. Representations and Warranties: Statements of fact by both parties about their legal status, financial condition, and authority to enter into the agreement
9. Pre-Closing Covenants: Obligations of both parties between signing and closing, including operational restrictions
10. Closing Process: Step-by-step procedure for completing the merger, including documentation requirements
11. Post-Closing Obligations: Commitments and responsibilities of parties after the merger is completed
12. Corporate Governance: Management structure and corporate governance of the resulting entity
13. Employee Matters: Treatment of employees and employment agreements post-merger
14. Termination Rights: Circumstances under which either party may terminate the agreement
15. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes
16. Miscellaneous: Standard legal provisions including notices, amendments, and severability
1. Tax Matters: Detailed tax structuring and allocations - include when specific tax arrangements are needed
2. Intellectual Property Rights: Special provisions for IP transfer and protection - include when significant IP assets are involved
3. Real Estate Provisions: Specific provisions for real estate transfers - include when significant real estate assets are involved
4. Environmental Matters: Environmental warranties and indemnities - include for companies in industries with environmental risks
5. Competition Compliance: Detailed antitrust provisions - include when merger requires competition authority approval
6. Financing Provisions: Terms of any external financing - include when the merger involves external funding
7. Earn-out Provisions: Structure of any earn-out payments - include when part of consideration is performance-based
8. Works Council Provisions: Specific provisions regarding works council involvement - include when required under German labor law
1. Schedule 1 - Merger Plan: Detailed merger plan as required by UmwG, including technical details of the merger process
2. Schedule 2 - Capital Structure: Pre and post-merger capital structure, including share allocation details
3. Schedule 3 - Financial Statements: Recent financial statements of both companies
4. Schedule 4 - Material Contracts: List and copies of material contracts affecting the merger
5. Schedule 5 - Due Diligence Findings: Summary of key due diligence findings and any identified risks
6. Schedule 6 - Required Consents: List of required regulatory and third-party consents
7. Schedule 7 - Employee Information: Details of employees, benefits, and any transfer arrangements
8. Schedule 8 - Real Estate: Details of real estate ownership and leases
9. Schedule 9 - Intellectual Property: List of IP rights and related agreements
10. Schedule 10 - Closing Checklist: Detailed checklist of all required closing actions and documents
Find the exact document you need
Reverse Triangular Merger Agreement
German law-governed agreement structuring a reverse triangular merger where an acquirer's subsidiary merges with a target company, with the target surviving as the acquirer's subsidiary.
Download
Reverse Merger Agreement
A German law-governed agreement facilitating the merger of a private operating company into a public shell company, enabling public listing while maintaining operational control.
Download
Combination Agreement
A legally binding agreement under German law that governs the combination of two or more business entities, structured in compliance with the Umwandlungsgesetz.
Download
Merger Implementation Agreement
A German law-governed agreement detailing the implementation process and terms for a corporate merger, compliance with Umwandlungsgesetz, and related regulatory requirements.
Download
Agreement And Plan Of Merger
A German law-governed agreement outlining the terms and conditions for combining two or more companies through a merger, compliant with the Umwandlungsgesetz.
Download
Genie’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; Genie’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it