Mergers & Acquisitions (M&A)

Purchase and sale of companies and equity interests, mergers and acquisitions: in any transaction project, a multitude of legal issues must be considered. Our legal experts will assist with their comprehensive expertise in your national and international projects and advise and support you in all legal aspects and issues relating to business transactions as well as mergers and acquisitions.

Our approach

Our lawyers understand the challenges faced by all parties involved in a corporate transaction – owners, buyers, and management. Our experts have many years of experience advising and representing companies and their owners, strategic and institutional investors, as well as managers and other parties involved in all legal issues and tasks in connection with M&A transactions. We are continually involved in a large number of transaction projects of different sizes, with a particular focus on the purchase and sale of mid-sized companies. Our international partner offices of Forvis Mazars and the legal alliance Marcalliance enable us to provide comprehensive support for cross-border transactions and issues.

Our services

In the area of transaction advice / mergers & acquisitions, we offer the following consulting services:

Support of the entire transaction process on buy or sell side

• Structuring of all relevant legal and tax aspects of transaction projects
• Drafting and negotiating preparatory agreements (e.g., term sheet/letter of intent) and non-disclosure agreements
• Drafting and negotiating purchase agreements and support during the signing and closing of such agreements
• Support in merger control proceedings (in particular, before the German Federal Cartel Office or the EU Commission), if necessary

Due diligence

• Performing due diligence and/or corporate audits ("legal due diligence") in all relevant legal areas – from corporate law to property, labour, and contract law to IT law and the broad scope of public law
• The scope ranges from strictly risk-oriented audits and reporting ("red flag") to comprehensive examination and documentation of transaction objects.

Contract negotiation/SPA

• Drafting and negotiating the contractual documentation required for the implementation of a transaction project, in particular, the share purchase agreement (SPA), as well as any accompanying documentation that may be required

Structuring of the transaction from a legal and tax perspective

• Support and assistance in preparing the required contractual annexes, with a particular focus on ensuring consistency with the results of the due diligence review and audit

Multidisciplinary consulting from a single source

• Development of the optimal structure for a transaction project from a legal and tax point of view, and handling issues ranging from the definition of the optimal acquisition method (e.g., share deal versus asset deal) to the determination and definition of the (legal form of the) acquisition company and its incorporation and formation as well as its optimal integration into an existing or constitutive group structure.

If required and necessary, we work together in multidisciplinary teams of lawyers, tax advisers, auditors, and other experts, for example from the fields of IT consulting or financial advisory services, which we assemble and organise according to the needs of our clients and the requirements of the respective project.

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