Insights
M&A, Venture Capital and Corporate Law.
In practical context.
Articles, tools and videos on questions that regularly arise in transactions, financing rounds and corporate structures under German law. For companies, founders, investors and advisers.
Tools
Calculators and simulators
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 fees for GmbH and AG incorporations, financing rounds and share deals under the GNotKG.
Insights
Articles and video courses
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.
ReadBalance Sheet Warranties in M&A: Risk and Drafting
Hard and soft balance sheet warranties, damages calculation and common drafting mistakes in German business acquisitions.
ReadEarn-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.
ReadLocked 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.
ReadConvertible Loans in Venture Capital
How convertible loans work in German early-stage financings, including conversion price, valuation cap, discount and drafting pitfalls.
ReadESOP / Employee Equity – German-Language Video Course
German-language nine-part video course on employee equity in startups: actual shares, options, virtual shares, vesting, implementation and basic tax aspects.
WatchStartup Funding – German-Language Video Course
Fourteen-part, German-language video course on VC financings: convertible loans, term sheets, valuation, liquidation preferences, vesting, due diligence and holding.
WatchGmbH or AG? Differences, Costs and How to Decide
GmbH vs. stock corporation: share capital, corporate bodies, transferability and formation costs compared directly, including the UG, SE and KGaA.
ReadPartnership or Corporation? Liability and Tax Compared
Liability, tax and structuring differences between GbR, OHG, KG, GmbH and GmbH & Co. KG under German law.
ReadChoosing a Legal Form: Which Legal Form Fits Your Business?
GbR, GmbH, stock corporation or partnership? This guide shows which legal form fits your project, what matters in practice and how to make the right decision.
ReadLending and KWG Licences: When a Bank Licence Is Needed
When lending becomes regulated credit business under German law and which exemptions matter for entrepreneurs in practice.
ReadChoosing a Permissible Company Name in Germany
Five questions that help you choose a company name that can withstand review by the German commercial register.
ReadEconomic Re-Formation of Dormant GmbHs and UGs
When reactivating an old GmbH or UG triggers an economic re-formation and which disclosure, capital coverage and liability risks follow.
ReadSection 20 AktG: Notification Duties and Loss of Rights
When AG shareholdings must be notified and which voting, information, subscription and economic rights are suspended after breaches.
ReadSetting Up a GmbH: How Far Does the Limitation of Liability Go?
How far does a GmbH really protect you? Shareholder and managing-director liability, piercing the veil, capital maintenance and liability on insolvency.
ReadContact
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