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Acquisition Agreement
I need an acquisition agreement for the purchase of a mid-sized Danish technology company, including terms for a phased payment structure, transfer of intellectual property rights, and retention of key personnel for a minimum of two years post-acquisition. The agreement should comply with Danish corporate laws and include a clause for dispute resolution through arbitration in Copenhagen.
What is an Acquisition Agreement?
An Acquisition Agreement spells out the terms and conditions when one company buys another in Denmark. This legally binding contract covers the complete purchase process, from the initial price and payment structure to what happens with employees, assets, and existing contracts after the deal closes.
Under Danish corporate law, these agreements must address specific requirements like worker consultation rights and competition authority approval. The document typically includes warranties about the company's financial health, any potential liabilities, and detailed conditions that both parties need to meet before finalizing the sale. Most Danish businesses work with legal advisors to customize these agreements based on the specific deal structure and industry requirements.
When should you use an Acquisition Agreement?
Use an Acquisition Agreement when your company plans to buy another business in Denmark, ideally starting the process several months before the intended purchase date. This document becomes essential once both parties agree on the basic deal terms and need to move forward with detailed negotiations.
The agreement protects both sides during complex mergers, especially when dealing with regulated industries or transactions requiring approval from Danish authorities. It's particularly important for deals involving sensitive intellectual property, significant employee transfers, or companies with international operations. Many Danish businesses begin drafting these agreements right after signing the initial letter of intent.
What are the different types of Acquisition Agreement?
- Asset Acquisition Agreement: Used when buying specific business assets rather than the entire company, common in Danish manufacturing sector deals
- Merger And Acquisition Agreement: For combining two companies into one legal entity, following Danish corporate law requirements
- Acquisition Term Sheet: Initial outline of key deal terms before the full agreement, popular in fast-moving tech acquisitions
- Company Acquisition Contract: Complete purchase of shares and control, typically used for private company transactions
- Acquisition Purchase Agreement: Comprehensive version covering both assets and shares, often used in complex cross-border deals
Who should typically use an Acquisition Agreement?
- Corporate Buyers: Danish companies or international firms looking to acquire businesses in Denmark, responsible for initiating the acquisition process and due diligence
- Selling Shareholders: Business owners or major stockholders who negotiate terms and provide company representations
- Corporate Lawyers: Danish legal experts who draft and review the Acquisition Agreement, ensuring compliance with local regulations
- Financial Advisors: Help structure deals and verify financial terms, particularly important in regulated industries
- Board Members: Must approve the agreement and oversee the transaction process on both sides
- Competition Authorities: Review larger acquisitions for compliance with Danish merger control rules
How do you write an Acquisition Agreement?
- Company Details: Gather complete legal names, registration numbers, and addresses of all parties involved in the acquisition
- Financial Information: Collect detailed valuations, purchase price structure, and payment terms
- Asset Inventory: List all physical assets, intellectual property, contracts, and liabilities being transferred
- Due Diligence Results: Compile findings from financial, legal, and operational reviews into key points
- Employee Information: Document staff contracts, benefits, and transfer plans under Danish labor laws
- Regulatory Requirements: Check if Danish competition authority approval or industry-specific permits are needed
- Timeline Planning: Set realistic dates for closing conditions, approvals, and final transfer
What should be included in an Acquisition Agreement?
- Party Information: Complete legal names, registration numbers, and authorized representatives of buyer and seller
- Purchase Terms: Detailed price, payment structure, and closing conditions under Danish contract law
- Asset Description: Comprehensive list of all assets, shares, or property being transferred
- Warranties: Seller's guarantees about company condition, liabilities, and compliance with Danish regulations
- Employee Provisions: Transfer terms following Danish labor law requirements
- Competition Compliance: Statements addressing Danish merger control rules
- Governing Law: Explicit choice of Danish law and jurisdiction for dispute resolution
- Signing Details: Date, authorized signatures, and witness requirements if needed
What's the difference between an Acquisition Agreement and a Business Purchase Agreement?
While both documents deal with business transfers, an Acquisition Agreement and a Business Purchase Agreement serve distinct purposes under Danish law. The key differences lie in their scope, complexity, and typical usage scenarios.
- Transaction Scope: Acquisition Agreements typically cover complex corporate restructurings, including shares, assets, and operational control, while Business Purchase Agreements focus mainly on smaller, straightforward business sales
- Due Diligence Requirements: Acquisition Agreements demand extensive corporate due diligence and often involve regulatory approvals, whereas Business Purchase Agreements usually require simpler verification processes
- Post-closing Obligations: Acquisition Agreements include detailed provisions for integration, employee transfers, and ongoing obligations, while Business Purchase Agreements generally have limited post-sale commitments
- Documentation Complexity: Acquisition Agreements feature comprehensive warranties, indemnities, and complex closing conditions, while Business Purchase Agreements use simpler terms and conditions focused on direct asset transfer
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