M&A transactions
An important decision. A clear process.
Buying or selling a business combines commercial opportunities with legal questions. We support your M&A transaction from preparation and contract negotiations to completion — focusing on risks, clear agreements and your business objectives.
Our support for your transaction
Finding suitable buyers and sellers
When buying or selling a business, choosing a suitable counterparty is an important part of transaction preparation. We assist in finding appropriate buyers or sale opportunities, taking account of the legal and commercial context of your plans.
Contract negotiations
We assist with contract negotiations in M&A transactions and tailor the purchase price, payment terms, warranties and other contractual conditions to your objectives. Our legal assessment also considers the effects on employees and existing business relationships.
Due diligence
Through legal due diligence, we review the company documents relevant to your transaction. We identify legal risks and matters requiring clarification and explain how the findings can be addressed in negotiations and transaction agreements.
Secure financing
We help coordinate financing and the transaction process from a legal perspective. We review relevant agreements and completion requirements and assist with coordinating the steps required for the planned business transfer.
Completion
We assist with completion of your M&A transaction and review the agreed closing steps. Where necessary, we also support you after closing on assumed obligations and implementation of the agreements reached.
A free initial consultation for your legal concerns
We offer new clients a free, non-binding 15-minute initial consultation. You tell us about your concerns, and we discuss your situation and possible strategies. We are here to support you through legal advice or representation in proceedings. We look forward to meeting you.
Complex questions from practice
How can known due diligence risks be addressed transparently in a business purchase agreement?
Disclosure, warranties, indemnities and pricing provisions must be consistent. Depending on the agreement, knowledge may limit claims. A data room alone does not prove every valid disclosure; document the relevant status and agreed exceptions.
Allocate each known risk to a specific contractual provision. Clarify, for example, whether it is reflected in the price, covered by an indemnity or expressly excluded from a warranty. Clear disclosure documentation prevents data-room materials and contractual liability provisions from creating different expectations.
How can an earn-out be protected against subsequent changes or manipulation of the relevant results?
Calculations, accounting principles, post-completion management and information rights should be precisely regulated. Changes within a group or unusual costs can distort the result. Review and dispute-resolution mechanisms are important in practice.
Define the metrics and calculation method so that both parties can understand the result. Investments, intra-group charges and changes in accounting should also be considered. Access and verification procedures, together with a clear dispute-resolution mechanism, facilitate subsequent monitoring of the earn-out.
How are risks and obligations allocated between signing and closing of a business acquisition?
Completion conditions, interim obligations, the economic effective date and material changes must be coordinated. Signing does not automatically transfer ownership or permit operational control. Regulatory approvals and termination rights require separate consideration.
A timetable between signing and completion should address approvals, information obligations and permitted actions. The consequences of an unfulfilled completion condition must also be clarified. This distinguishes economic transfer, legal ownership and operational influence.
What are the legal differences between a share deal and an asset deal?
In a share deal, the company generally continues to exist with its obligations; in an asset deal, the scope of the transfer and formalities are central. Employment relationships, consent requirements, taxes and statutory liability may operate differently. Commercial objectives alone do not determine the legal consequences.
Compare both structures against the specific assets, risks and required consents. An asset deal must specify precisely what is transferred; in a share deal, the company’s existing obligations are particularly important. A structured comparison reveals the consequences of the chosen form for completion and subsequent liability.