Terms of conclusion of a delegation contract The conclusion of a transfer agreement does not require a prior decision by the shareholders or partners of the ceding company; Shareholders or associates should not be informed of the transfer until the next general meeting or annex to the annual accounts and reports. To the extent that a transfer without a third-party agreement is expressly provided for by the agreements, it is advisable to obtain such consent. All other legal structures based on implied consent may be threatened and such risks can have a negative impact on the valuation of rating agencies. In practice, obtaining a CMBS transaction is generally not a problem, as most transactions are only subject to a small number of borrowers, depending on the number of mortgages to be securitized. However, this is not the case when portfolios of thousands of contracts are formed. B (e.g., car rental and credit card contracts). Obtaining the consent of third parties is not only costly and painful, but in most cases impossible. It will be difficult to complete the securitization transaction, as it will be impossible to determine with certainty how many agreements can be transferred at each stage. Structural solutions must be found to solve the problem.
Although the transfer of agreements is not a problem if these points are respected, the parties should not expect the agreements to be developed in such a favourable manner for securitization, particularly when the agreements have not been discussed or even considered in the development of the agreements. Transfer of a business Some experts argue that the obligation of third-party consent can only be ignored if an industry is transferred in whole or in part (unlike one or more individual assets). They argue that there is no reason not to obtain third-party agreement, unless the transfer involves a „transaction“ that involves a relatively large number of assets. This request is also debatable. However, as part of securitization of leasing or credit card receivables, both of which involve a large number of agreements and possibly other assets (e.g. B motor vehicles), the requirement is met, since the terms „business“ and „business unit“ are widely interpreted in this context. The law governs mergers, splits, corporate restructurings and capital transfers. Under the relevant provisions of the act, a company or private company on the register of commerce may transfer all or part of its assets and liabilities to another corporation in a single deed – that term is called „universal succession“ and derives from the law of mergers.