Der Vertragsübergang im Rahmen der umwandlungsrechtlichen Universalsukzession

Companies are no fixed structures. Economic or operational circumstances may make it necessary for a legal entity with market-economy development to carry out restructuring in the form of a merger in accordance with the German Transformation Act. The assets of the transferring legal entity thereby are comprehensively transferred to the acquiring company by the way of universal succession under conversion law. The author deals with the consequences of this transfer of rights for the contracting parties of the transferring company. This involves the examination whether the current legal situation meets the interests of this parties worthy of protection. The analysis includes particularly the relation between the freedom of conversion of the legal entities capable of merging and the negative contractual freedom of their contractual parties with special consideration of the protection of debtors under the law of succession.