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Ausgliederungsvertrag

English translation: demerger contract


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GLOSSARY ENTRY (DERIVED FROM QUESTION BELOW)
German term or phrase:Ausgliederungsvertrag
English translation:demerger contract
Entered by: Yasutomo Kanazawa
Options:
- Contribute to this entry
- Include in personal glossary

05:50 Nov 15, 2009
German to English translations [PRO]
Bus/Financial - Law: Contract(s) / Spinoffs
German term or phrase: Ausgliederungsvertrag
A company is splitting off one of its business divisions and forming a new company by means of an "Ausgliederungsvertrag". Is there a better term than "spinoff contract", which sounds rather colloquial to my ears? Is this the same as "divestment"?
Patricia Will
Australia
Local time: 16:30
demerger contract
Explanation:
My suggestion. How about this one? Opposite of merger.

http://dict.leo.org/ende?lp=ende&lang=en&searchLoc=0&cmpType...
Selected response from:

Yasutomo Kanazawa
Local time: 17:30
Grading comment
All suggestions seem valid but I am going for this one.
4 KudoZ points were awarded for this answer



Summary of answers provided
3 +4split[-]off agreementMarga Shaw
4 +2divestiture contract
Jon Fedler
3 +1demerger contractYasutomo Kanazawa
3spin-out contract/agreement
Ian Jones


  

Answers


27 mins   confidence: Answerer confidence 3/5Answerer confidence 3/5 peer agreement (net): +1
demerger contract


Explanation:
My suggestion. How about this one? Opposite of merger.

http://dict.leo.org/ende?lp=ende&lang=en&searchLoc=0&cmpType...

Yasutomo Kanazawa
Local time: 17:30
Works in field
Native speaker of: Native in JapaneseJapanese
PRO pts in category: 8
Grading comment
All suggestions seem valid but I am going for this one.

Peer comments on this answer (and responses from the answerer)
agree  Tom Thumb: Albeit, demerger agreement rather than contract of demerger.
10 hrs
  -> Thank you Tom for your comment.
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59 mins   confidence: Answerer confidence 4/5Answerer confidence 4/5 peer agreement (net): +2
divestiture contract


Explanation:
several hundred Google hits

Jon Fedler
Local time: 10:30
Specializes in field
Native speaker of: Native in EnglishEnglish
PRO pts in category: 74

Peer comments on this answer (and responses from the answerer)
agree  gangels: absolutely
3 hrs

agree  Tom Feise: split-off c. would be company a plus new company b, divestiture c. company a (possibly closing) and new companies b, c, etc
8 hrs
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3 hrs   confidence: Answerer confidence 3/5Answerer confidence 3/5
spin-out contract/agreement


Explanation:
Maybe it's "spin-out" you need:

http://en.wikipedia.org/wiki/Spin_out

Spin out refers to a type of spin off where a company "splits off" sections of itself as a separate business.

http://www.isis-innovation.com/spinout/

http://www.drugresearcher.com/Research-management/Biofusion-...

I can't find any references to contract or agreement though.

Ian Jones
Spain
Local time: 09:30
Works in field
Native speaker of: Native in EnglishEnglish
PRO pts in category: 4
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4 hrs   confidence: Answerer confidence 3/5Answerer confidence 3/5 peer agreement (net): +4
split[-]off agreement


Explanation:

"split-off" (Fin, US) -Ausgliederung + Aktientausch (i.e. parts of the assets of a coropration is transferred to a corporation controlled by the transferor, and the stock of the transferee corporation is distributed to the shareholders of the transferor corporation, in excahnge for part of their stock.) [Wirtschaftswörterbuch, Wilhelm Schäfer, Band I]

... separately and exempted from the restrictions pursuant to § 181 German Civil Code (BGB), to represent them in any change to the split off agreement in any regard that may be necessary or
expedient for registration of this document.
Reference is made to the annexes to the split off agreement (list of annexes, item II. above); the parties waived reading of these annexes ...
http://www.telekom.com/dtag/cms/contentblob/dt/en/141860/blo...

e.g:
Also on July 16, 2009 and immediately prior to the transactions contemplated by the Split-Off Agreement, the Company and OLI entered into an Assignment and Assumption Agreement, a copy of which is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference. Pursuant to the terms of the Assignment and Assumption Agreement, OLI assumed substantially all of the assets and liabilities of the Company. Upon completion of the transactions contemplated by the Split-Off Agreement and the Assignment and Assumption Agreement, the Company had substantially no assets and no liabilities and is currently in the process of contemplating other business opportunities, including, but not limited, to a merger or business combination with one or more possible parties. The Company has not entered into any definitive agreements with any party relating to such a transaction.
http://209.85.229.132/search?q=cache:Upo7e__b5d0J:biz.yahoo....

INITIAL PUBLIC OFFERING AND SPLIT-OFF AGREEMENT

INITIAL PUBLIC OFFERING AND SPLIT-OFF AGREEMENT (this "AGREEMENT") dated as of , 1999, among Viacom Inc., a Delaware corporation ("VIACOM"), Viacom International Inc., a Delaware corporation and a wholly owned subsidiary of Viacom ("VIACOM INTERNATIONAL"), and Blockbuster Inc., a Delaware corporation and an indirect, wholly owned subsidiary of Viacom ("BLOCKBUSTER"). Certain capitalized terms used herein are defined in Article I of this Agreement.
http://www.techagreements.com/agreement-preview.aspx?num=370...



Marga Shaw
Local time: 08:30
Native speaker of: Native in GermanGerman
PRO pts in category: 4

Peer comments on this answer (and responses from the answerer)
agree  Anne Beckmann: Split off and share transfer agreement
2 hrs
  -> Many thanks Anne!

agree  SelecTra
4 hrs
  -> Many thanks SelecTra!

agree  Tom Feise: if it is only between company a and b, but if more than two are ivolved, divestiture contract is probably more appropriate
5 hrs
  -> Many thanks Tom!

agree  Goldcoaster
7 hrs
  -> Many thanks Goldcoaster!
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Changes made by editors
Nov 20, 2009 - Changes made by Yasutomo Kanazawa:
Created KOG entryKudoZ term => KOG term


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