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M&A und Private Equity

We provide special expertise in the field of Mergers & Acquisitions („M&A“). We rely on broad experience in the area of corporate mergers and acquisitions, buy-outs and buy-ins (e.g. management buy outs/ins). Typical activities include

  • Acquisition and sale of corporations and corporate interests
  • From Due Diligence to SPA negotiations
  • Restructurings under the German Merger Code („Umwandlungsgesetz“, e.g. Mergers, De-Mergers, carve-outs, change in the corporate form)
  • due diligence phase (regularly demanding broad judicial experience that can range from issues of „classic“ corporate law to the evaluation
  • Negotiations. They require high level tactical experience, soft skills and a clear view for the pragmatic and commercial solution
  • Drafting of transaction documents. Here, thorough knowledge of all relevant areas of corporate law is core (e.g. the laws of Joint Stock Corporations („Aktiengesetz“), Limited Liability Companies under German Law „GmbH Gesetz“ or the German Commercial Code „Handelsgesetzbuch“). Further, the adviser must be absolutely familiar with related areas like the German code on mergers, anti-trust law, tax law and securities law (e.g. in connection with applicable duties of reporting and disclosure)
  • Transaction management. The adviser in charge must keep a complete overview over all issues throughout the entire transaction. He or she must take the appropriate action at the very right point of time, schedule exact timelines and availabilities for the participation of key persons or entities involved and generally operate with very well organization and planning without losing the ability to improvise
  • Signing and closing preparation. After the formal signature of the transaction documents ( „Signing“), the adviser has to monitor the procedure in connection with the closing of the transaction, also called „Closing-Preparation“. This is the stage during which those conditions have to be fulfilled that the parties agreed to be fulfilled before the transaction becomes legally valid in all aspects and the final exchange of ownership and money is due. Here, the adviser must have deep civil law knowledge to draft and later monitor the completion of the – often complex – condition-mechanisms
  • Closing and post-closing phase. Once the deal is closed, those pieces of corporate law work have to be done that may not have been granted the quality of closing conditions but which nevertheless have to be completed for a successful transaction
  • Eventually, a party may not keep up with its contractual obligations. The M&A lawyer must therefore also be prepared to offer appropriate representation in post M&A dispute resolution. This may include court procedures to enforce claims
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