Verksamhetsovertagande

Verksamhetsovertagande, often translated as business transfer or asset deal, refers to a legal and commercial transaction where a buyer acquires a business or a distinct part of a business from a seller. This typically involves the transfer of assets, such as equipment, inventory, contracts, goodwill, and sometimes employees, rather than the transfer of the seller's company shares. The key distinction from a share deal is that the buyer does not inherit the seller's legal entity with all its historical liabilities unless specifically agreed upon.

In a verksamhetsovertagande, the buyer selects which assets and liabilities they wish to acquire, offering a degree of control over the inherited obligations. This process often requires detailed due diligence to identify all relevant assets and assess any associated risks. Contracts with third parties, such as suppliers and customers, may need to be renegotiated or formally transferred, depending on their terms. Employee transfers are also a significant aspect, and specific legal frameworks, like the Acquired Rights Directive in many European countries, often protect employees' rights during such transitions.

The primary motivations for a verksamhetsovertagande include the ability to cherry-pick desirable assets, avoid unknown or unwanted liabilities of the seller's corporate shell, and potentially achieve a more favorable tax treatment compared to a share acquisition. It is a common method for mergers, acquisitions, and divestitures, allowing for flexibility in structuring the deal to meet the specific needs of both the buyer and the seller.