Asset deal
Acquisition of individual assets (brand, inventory, contracts, staff) instead of company shares.
In an asset deal the buyer acquires individual assets from the insolvency estate — not the company itself. The insolvent company stays with its liabilities; the buyer takes „only” the desired assets.
Typically transferred: inventory, brands, domains, customer contracts (with consent), supplier contracts (with consent), lease contracts (with consent), machinery, IT systems. On business transfer: employees automatically under § 613a BGB.
In insolvency, 95 % of transactions are asset deals. Advantage: no legacy liability assumption. Disadvantage: renegotiation of all key contracts, potential individual transfer of customer relationships, GDPR issues on personal data.
Related terms
- → Share deal— Acquisition of company shares — including all liabilities. In insolvency the exception.…
- → Insolvency administrator— Court-appointed representative of the insolvency estate. Takes disposal rights, monetises …
- → § 9 InsO (insolvency announcements)— German statutory rule on public announcements in insolvency proceedings. Requires opening …
- → Freihandverkauf (private/negotiated sale)— Sale of estate assets outside a formal bidding or auction process — the standard route for…
- → § 613a BGB (business transfer)— German statute under which all employment relationships transfer automatically to the buye…
- → Insolvenzanfechtung (avoidance of pre-insolvency transactions, §§ 129+ InsO)— The administrator's right to unwind pre-filing acts that disadvantaged creditors — relevan…
- → § 103 InsO (administrator's election right)— The insolvency administrator's right to choose, for contracts not yet fully performed by e…
- → Right of separate satisfaction (§§ 49–51 InsO)— A secured creditor's preferential right to be satisfied from the proceeds of a specific es…