Structuring
Assessment of the starting position, selection of the transaction structure and alignment of the tax framework. In structured sale processes, close coordination with the M&A adviser.
Services
M&A Transactions.
Whether you are buying a business, selling a company or planning a succession, we advise on M&A transactions from structuring to closing. Consistent points of contact, clear recommendations and experience in SME and investor-driven deals.
Services
What We Handle in the Deal
01
Exit Preparation
Preparing your company for sale before the process begins: cleaning up the corporate structure, reviewing contracts, preparing the data room and resolving open legal issues.
02
Structured Sale Processes
Legal support for structured sale processes from first teaser to binding offer. We know the workflow and work closely with corporate finance advisers.
03
Transaction Structuring
Share deal or asset deal, tax interfaces and holding structures. The transaction structure determines risk allocation, liability exposure and tax treatment early on.
04
Letter of Intent
LOI, term sheet or memorandum of understanding: we address binding effect, exclusivity, confidentiality and break-up fees before the main negotiation starts.
05
Legal Due Diligence
We identify legal risks before they become purchase agreement issues. Corporate and transaction-related matters are reviewed by us directly; specialist areas such as employment, tax, IP, data protection or regulation are covered with specialist firms from our network or with the client’s existing advisers.
06
Purchase Agreement (SPA / APA)
Drafting, mark-up and negotiation of the SPA or APA. We translate transaction structure, due diligence findings and commercial agreement into robust transaction documentation.
07
Purchase Price Mechanisms
Locked box, closing accounts, earn-out or seller loan. We structure the mechanism that aligns commercial agreement, risk allocation and completion.
08
Rollover Equity
If the seller remains invested after closing: shareholders’ agreement, vesting, governance rights and exit rules for the post-closing period.
09
W&I Insurance
Alignment of warranties, disclosure and policy. We manage the interface between purchase agreement, insurer and transaction process.
10
Closing Management
Conditions precedent, closing checklists and coordination through completion. Merger control or regulatory approvals are integrated where required.
11
Transition Phase
What should apply after closing must be agreed beforehand: transitional arrangements, non-compete clauses and continued management involvement.
12
Post-Closing
Purchase price adjustments, earn-out calculations and warranty claims. We support the issues that still need legal management after closing.
Mandate Types
Buy-Side and Sell-Side.
We advise buyers, sellers, entrepreneurial families and investors on business acquisitions, company sales, succession transactions, private equity deals, management buy-outs and add-on acquisitions. Transaction documents and negotiations in German or English.
Where a transaction requires expertise outside our core practice areas, for example employment law due diligence, tax structuring or regulatory questions, we work with specialist firms from our network whom we know from joint transactions.
Discuss your transaction Business acquisition
Company sale
Business succession
Private equity
Management buy-out
Management buy-in
Add-on acquisitions
Carve-outs
Structured auction processes
Joint ventures
Process
Typical M&A Transaction Process
Due Diligence
Systematic review of the target company. We identify risks, prioritise open issues and develop solutions for the contract negotiation.
Contract Negotiation
SPA draft or mark-up. We negotiate the material provisions until the agreement is ready for signature.
Signing
Signing of the transaction documentation. We coordinate finalisation and, where required, notarisation.
Closing
Completion of the transaction: payment of the purchase price, transfer of shares or assets, and execution of ancillary agreements.
Post-Closing
Purchase price adjustments, earn-out monitoring and warranty management. The follow-through after closing.
Focus Area
Business Succession
Transferring a business to the next generation, to management or to an external buyer is an M&A transaction with its own dynamics. In addition to contract drafting, valuation, shareholder structure, transition planning and the interests of several stakeholders often play a role.
We support the legal process in a structured and pragmatic way, with a clear view of what should work after closing.
Discuss your succession planFamily Succession
Transferring shares without putting the business at risk. Structure, timeline and legal safeguards for the handover.
Management Buy-Out
The existing management team acquires the company. We structure the equity participation, shareholders’ agreement and future governance.
External Sale
Sale to a third party, often through a structured process. Legal support from transaction structuring to closing.
Tools
Tools for Valuation and Purchase Price
Three recurring valuation and purchase price topics, three practical tools.
DCF Calculator
Company valuation based on the discounted cash flow method: free cash flows, WACC, terminal value and sensitivity matrix.
Open toolEarn-Out Calculator
Model different earn-out scenarios: purchase price structure, target metric, cap, floor and effective multiple.
Open toolEquity Bridge Calculator
Translate enterprise value into equity value: cash-like items, debt-like items, working capital and waterfall view.
Open toolFrom Practice
Insights on M&A Transactions
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.
Contact
Discuss an M&A transaction?
Send a short outline of the buy-side, sell-side or succession situation. We will review whether and how we can help.