In order to increase the attractiveness of asset deals for potential buyers and thereby to achieve higher prices in going-concern sales, Member States should ensure that purchasers acquire businesses free and clear of debts and liabilities. Therefore, creditors’ claims should be satisfied from the proceeds of the sale and not made directly against the purchaser of a business. However, obligations arising from executory contracts or employment relations, for example obligations relating to occupational pension entitlements, which are transferred to the acquirer, remain with the acquirer. Additionally, Member States should be able to introduce or maintain rules providing that the conduct of the debtor is taken into account in the assessment of the acquirer’s liability for damages, if that conduct can be imputed to the acquirer under the applicable insolvency law. Such rules can apply to damages covered by environmental law or damages connected to the ownership or control of certain assets.
Text as published in the Official Journal, reproduced verbatim (including any typographical quirks of the source). For the authentic version, see EUR-Lex.
