M&A is the collective term for (1) a merger or fusion of two companies to form a new economic entity, whereby at least one of the companies involved loses its former legal independence ("merger"), as well as (2) the acquisition of companies or company units, whereby none of the companies involved loses its legal independence ("acquisition"). In most cases, M&A processes are about expanding the market position, exploiting synergies or acquiring know-how with a well-coordinated team of employees.
An M&A process can regularly be divided into five phases
- Preparation and contract initiation
- Company audit/due diligence
- Contract negotiation and conclusion,
- integration/post merger measures.
In the area of M&A, we advise and represent on both the buyer and seller side in all of these phases, from the preparation, negotiation and execution of company acquisitions and share purchases to subsequent measures. We are well acquainted with the particularities of the legal areas that have to be taken into account in M&A transactions. In particular, we advise on share deals, asset deals, management buy-outs, management buy-ins and bidding procedures. We advise companies on raising private equity as well as venture capital companies on investing their funds. In international M&A transactions, we work closely with our partner law firms from our international TAGlaw network.
In accordance with your specific needs and in close consultation with you, we guide you through the entire M&A process, starting with the letter of intent, through due diligence, structuring, negotiation and implementation, to post-acquisition restructuring. Our extensive experience in litigation also flows into the drafting of company purchase agreements.
Our M&A advisory services focus in particular on:
- Drafting and negotiation of company purchase agreements, acquisitions of shareholdings and shareholder agreements
- (Buyer and seller) due diligence
- Management and employee participation programs
- Advice to managing directors, board members, supervisory board members in the context of corporate transactions
- Acquisition out of insolvency or close to insolvency (distressed M&A)
- Pre- and post-transaction restructuring
- Post-closing disputes and litigation