Share Transfer Agreement Deutsch

Circumstances The Federal Court of Justice (Bundesgerichtshof – BGH) had to rule on the existence of legal unity between a share transfer agreement and a trust agreement within the meaning of Paragraph 139 BGB: Decision According to the Federal Court of Justice, in this case, the ineffectiveness of the trust agreement under Paragraph 15(4), the first sentence, of the sarl and of paragraph 125, first sentence, of the BGB did not also have the effect of the ineffectiveness of the transfer of shares, since the contracts in question did not constitute a legal entity within the meaning of Paragraph 139 of the Criminal Code. The key to the affirmation of a legal entity (extension of the authentic instrument requirement to all agreements forming part of the unit) would be the so-called desire for unity of the parties, i.e. the will that one transaction does not exist without the other, i.e. that the two legal cases are united and fall.

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