M&A consulting and transactional lawyering
Your expert M&A lawyer for mergers and aquisitions in Germany
Due to the broad legal spectrum, hardly any other field is as varied for business lawyers as M&A consulting. Mergers & Acquisitions (M&A for short) is a collective term for various corporate transactions which include, for example, company acquisitions and sales, mergers, demergers and company transformations. Such M&A transactions are often associated with changes to the shareholder structure or business operations, which entail legal challenges in many respects. Numerous companies make the mistake of seeking advice from M&A consultants, but do not involve an experienced M&A lawyer at all or involve them too late in the M&A process. However, this is essential for every corporate transaction, regardless of its size, to assess and mitigate the legal risks associated with the project.
As expert lawyers for mergers and aquisitions, we support companies with our comprehensive expertise in the implementation of M&A transactions and accompany the entire process competently in all legal matters. We have in-depth specialist knowledge in the relevant areas of law, a deep understanding of corporate law issues and exceptional negotiating skills to assert our clients' interests at every stage of the M&A process - from the risk analysis in due diligence processes to the drafting and negotiation of the necessary contracts and securing the execution of the contract ("closing").
Your M&A lawyers:
M&A advice on transformations
Once a decision has been made regarding the company structure, it can often turn out to be unfortunate over time. For example, the need may arise to distribute different business models that were previously offered "under one roof" to different companies (demerger) in order to isolate the risks. Or the exact opposite occurs: (Former) competitors want or need to join forces in order to compete in the market and are therefore planning a transformation in the form of a merger. But even if an initially small business that was founded as a (personally liable) sole proprietorship or as a GbR develops so rapidly that it becomes necessary to raise outside capital for further growth or to limit liability, is a typical scenario for a corporate transformation.
For all these cases, the legislator has created the possibility of a "transformation" according to the German Transformation Act (UmwG), supplemented on the tax side by the German Reorganization Tax Act (UmwStG). Companies can split up, spin off or hive down parts of the company (§§ Sections 123 et seq. UmwG), they can merge with other companies (§§ 2 ff. UmwG) or carry out a change of legal form (§§ Sections 174 et seq. UmwG). However, all of this does not "just happen", but is more or less formally structured depending on the desired result and is therefore sometimes quite complicated to implement, which is why such transformation processes should always be accompanied by legal M&A consulting.
Based on a clear analysis of the status quo and target structure, we as specialized M&A lawyers will be happy to assist you with your transformation measures and draft the corresponding contracts in close cooperation with your tax advisor.
M&A advice on company acquisitions and sales
The sale of an entire company can essentially take place in two ways: Either the company transfers its assets to the acquirer (so-called Asset Deal), or the shareholders sell the company as such (so-called Share Deal). Both the buyer and the seller must pay particular attention to the preparation of the transaction, the due diligence of the target company and the negotiation and drafting of the purchase contracts.
If you are planning to sell your company or acquire one, you should consult a specialized M&A lawyer in good time, in addition to your corporate and tax advisors. We have over 10 years of experience in M&A consulting and will be happy to help you achieve your goals when acquiring or selling a company.
M&A advice on the sale of business shares
Particularly in corporations (such as GmbH or AG), but also in partnerships (such as GbR, OHG or KG), it sometimes happens that shareholders want to leave the company "peacefully" and for this purpose withdraw from the company in return for compensation or sell their company shares to their co-shareholders or to third parties. In both constellations, the contractual balance between the opposing interests of the seller and the acquirer or the withdrawing party and the company is particularly important: What should the withdrawing party be liable for, what should the former co-shareholders be liable for, and what should (if possible) only the company be liable for? How can the claim to payment of the purchase price or compensation be secured? How can variable (performance-related) purchase price or compensation components be agreed with legal certainty? Do the existing shareholders also have to be involved in a sale to third parties, e.g. are there agreements on the transferability of shares or pre-emption or pre-acquisition rights?
These are all legal issues that should be clarified by an M&A lawyer. We are happy to negotiate and draft the corresponding contracts for you as part of our expert M&A consulting and support you in the sale of your shares.
