Vollneukauf

Vollneukauf is a term used in German-speaking corporate finance and law to describe the acquisition of an entire company through the purchase of all its equity interests or all of its essential assets, resulting in full ownership by the buyer. In practice the term is used for both share deals (purchase of all outstanding shares of the target) and asset deals where the buyer acquires all relevant assets and liabilities. The choice between a complete share transfer or an asset deal depends on tax, legal, and operational considerations, including the allocation of liabilities and the treatment of employees and contracts.

The transaction typically proceeds through stages such as initial negotiations and due diligence, followed by the signing of a share purchase agreement or asset purchase agreement, and then financing arrangements. Closing transfers ownership and, in a successful Vollneukauf, the buyer gains full control and often undertakes post-merger integration. Financing may involve cash, debt, or equity considerations.

Legal and regulatory aspects include compliance with corporate law and securities regulations. For listed targets, tender offers and disclosure requirements may apply, and competition authorities may review the transaction for antitrust concerns. Minority shareholders and employee representatives may have protections under national law, and contracts with customers or suppliers may require novation or assignment.

Terminology and usage emphasize the completeness of ownership and contrast with partial acquisitions or minority stakes. In some cases Vollneukauf is used interchangeably with Vollübernahme or complete takeover, though regional and legal contexts vary.

See also: mergers and acquisitions; share purchase agreement; asset deal; tender offer; antitrust regulation.