Capital company

Share deals

In a capital company it is the company itself rather than the shareholders which is the legal holder of the assets and liabilities. This means that the sale of shares (share deal) is tantamount to a sale of the company.

Shares as the subject matter of a sale:

  • the shares sold grant control over the legal entity for the investor.
  • control over the legal entity also grants the investor influence over the business operated by the company.

Asset deals

The parties may conclude an asset deal for all or part of the assets and liabilities, even for capital companies.


  • the investor is only interested in particular assets and liabilities; the remaining assets and legal ownership are of no interest to him.
  • the investor does not want to take on potential or latent risks under a share deal.
  • other similar reasons.

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