Schranken der Kreditübertragung auf Loan-to-Own-Investoren

In corporate loan agreements, transfer clauses entitle the lender to transfer the loan to third parties. Some such clauses contain personal transfer restrictions that exclude transfers to investors who acquire the loan for the purpose of a hostile takeover of the borrower (loan-to-own investors). However, even before such a transfer takes place, the borrower is already protected by § 241(2) BGB, § 399 alt 1 BGB and § 415(1) sent 1 BGB by analogy. Personal transfer restrictions therefore do not establish that protection in the first place; rather, they are required in order for the transfer clause to withstand review under the rules on standard business terms.

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