01
Practice area
M&A
You are buying or selling a business. We help structure the transaction and negotiate the acquisition documentation.
- Business acquisitions
- Business sales
- Succession transactions
- Private equity
- Due diligence
- SPA negotiation
M&A · Venture Capital · Corporate Law
Transactions that require precision.
Specialised in business acquisitions and sales, venture capital financings and the corporate law behind them. We advise entrepreneurs, founders and investors – from structuring to closing, under German law.
Practice areas
Three practice areas. One focus.
02
Practice area
Venture Capital
You are raising or investing capital. We put the legal framework in place and help protect your position.
- Financing rounds
- Term sheets
- Investment agreements
- Convertible loans
- VSOP / ESOP
03
Practice area
Corporate Law
The legal foundation of the company – before, during and after the transaction.
- Articles of association
- Shareholders’ agreements
- Reorganisations
- Holding structures
- Managing director agreements
Representative mandates
Transaction experience.
M&A Seller side
Structured sale process – trades & crafts
Structured sale involving multiple sellers (purchase price approx. €23m). Closing accounts, earn-out, holdback, leaver scheme and merger control proceedings.
M&A Seller side
SaaS company sold to PE
Sale of a SaaS company to a private equity buyer as part of a platform deal (purchase price approx. €10m). W&I insurance and rollover equity at AcquiCo level.
M&A Buyer side
Battery storage acquisition
Acquisition of a battery storage project. Due diligence, design and implementation of a combined acquisition and financing structure.
M&A Buyer side
Multi-step IT acquisition
Multi-step acquisition of a stake in an IT company (approx. €3m). Due diligence, SPA negotiation and multi-step earn-out structure.
Venture Capital Startup
Biotech Series A
Series A for a biotech SaaS startup (approx. €60m post-money), organised as a stock corporation. Conversion of existing convertibles and full transaction documentation.
Venture Capital Investor side
Construction-tech – seed to Series B
Representing an international VC fund as lead investor in the seed round of a construction-tech startup. Subsequently advising the fund as co-investor in the follow-on rounds through to Series B.
Venture Capital Investor side
Family office mezzanine financing
Representing a family office as lead investor in an equity and mezzanine financing (approx. €32m post-money). Target company organised as a stock corporation (AG).
Venture Capital Startup
Digital services – seed & extension
Advising a startup through Series Seed and Seed Extension (approx. €14m post-money). VC investment, convertibles, hurdle shares and due diligence support for the company.
Corporate Law JV partner
Logistics joint venture
Structuring an equity joint venture with a financing and real-estate component for an infrastructure project (approx. €30m investment volume).
Corporate Law Company
Software carve-out
Intra-group carve-out to establish a business unit as a standalone entity. Preparing the structure for an institutional financing round.
Corporate Law Investor side
Pension fund – direct investments
Advising and representing a professional pension fund on the reorganisation of its German direct equity holdings.
Corporate Law Company
Listed SE – general meeting
Preparation and support of the general meeting of a listed SE. Convertible bonds, stock option plans and further capital measures.
Tools
Transaction toolkit
Built from questions that come up again and again in our advisory work: tools for valuation, dilution, exit proceeds and purchase price mechanics.
Venture Capital
Startup valuation
Startup valuation calculator based on the venture capital method: expected exit, target return and dilution.
Venture Capital
Liquidation preference
Multi-tranche waterfall with seniority, participating vs. non-participating and break-even analysis.
Venture Capital
Anti-dilution
Compare full ratchet and weighted average protection in down-round scenarios.
Venture Capital
Financing rounds
Cap table across multiple rounds, ESOP top-up and convertible/CLA conversion with three dilution variants.
M&A
DCF valuation
Discounted cash flow with WACC, CAPM and terminal value, plus sensitivity matrix and equity bridge.
M&A
Equity bridge
Bridge enterprise value to equity value, including financial debt, cash-like items and locked-box or closing accounts.
M&A
Earn-out scenarios
Three settlement models, effective multiple and sensitivity analysis for variable purchase price components.
Venture Capital
Vesting simulator
Vesting timeline, cliff, good / bad / grey leaver and optional tax orientation.
Corporate Law
Notary fees
Calculate notary and register costs for GmbH and AG incorporations, financing rounds and share deals.
From practice
Recent insights
M&A Transaction: Who Does What from LOI to Closing
Who does what from LOI to closing? Roles, workstreams and interfaces between lawyers, M&A advisers, tax advisers, auditors and the parties.
Balance Sheet Warranties in M&A: Risk and Drafting
Hard and soft balance sheet warranties, damages calculation and common drafting mistakes in German business acquisitions.
Earn-Out Clauses in M&A
How earn-outs work, which reference metrics are commonly used and where disputes over variable purchase price components typically arise.
Locked Box vs. Closing Accounts in M&A
How locked box and closing accounts work, when each purchase price mechanism fits and where disputes typically arise.
Convertible Loans in Venture Capital
How convertible loans work in German early-stage financings, including conversion price, valuation cap, discount and drafting pitfalls.
Founder
Philip Gafron
Advises founders, investors and companies on M&A transactions, venture capital financings and corporate structures. Attorney since 2014, founder of gafron.law.
Meet the teamContact
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