M&A & investment
Buying or selling a business combines strategic negotiation with detailed risk allocation. We advise on private acquisitions, disposals and ownership changes involving German companies and cross-border operations.
Scope of our advice
The process runs from confidentiality and the letter of intent through due diligence, purchase documentation, approvals, completion and integration. Share deals and asset deals have different consequences for liabilities, employees, permits and contractual consents.
What needs attention
Agree the deal structure and regulatory workstreams early. Price mechanisms, warranties, indemnities, liability limits and conditions precedent should address the actual business and the findings of due diligence.
Managing the transaction from preparation to integration
The structure decision affects what is acquired, which liabilities remain and which consents are needed. We compare a share purchase, asset purchase, minority investment and staged acquisition against the commercial objective. Early work includes confidentiality, the information process, exclusivity and the division of responsibilities among legal, financial, tax and technical advisers. A letter of intent should distinguish the commercial assumptions from any provisions intended to bind the parties, particularly confidentiality and exclusivity.
How the legal work is organised
Due diligence findings should feed directly into the purchase agreement and completion plan. We distinguish matters that require a price change, a warranty, a specific indemnity, a pre-completion remedy or a decision not to proceed. Negotiations cover price mechanisms, leakage, earn-outs, limitations, claims procedures and any insurance solution. Signing and completion may be separate events, with regulatory approvals and third-party consents in between. Integration planning must respect legal restrictions before completion and should address governance, reporting, key people, IP and contract continuity afterwards.
Four practical examples
Illustrative scenarios explaining typical legal issues; these are not statements about specific client mandates.
Owner-managed sale
An entrepreneur sells to a strategic buyer. We identify the sale perimeter, prepare due diligence and negotiate liability and transition arrangements.
Practical approach. A seller’s preparation includes document consistency, corporate records and early correction of issues likely to delay diligence. Disclosure should be accurate and organised so that negotiated risk allocation is understandable.
International buyer
An overseas group acquires a German target. We coordinate corporate formalities, investment screening, merger control and the contractual timetable.
Practical approach. The buyer should decide which findings can be priced and which are essential conditions to proceeding. A long diligence report is less useful than a clear link between each material risk and the transaction documents.
Deferred consideration
Part of the price depends on future performance. We define the earn-out metrics, operating commitments and dispute-resolution mechanism.
Practical approach. An earn-out needs measurable accounting rules, access to information and protection against disputes over post-completion decisions. The agreement should state how exceptional items and changes in the business are treated.
Warranty claim
A buyer discovers an undisclosed liability after closing. We examine the agreed warranty, disclosure, notification deadlines and evidence of loss.
Practical approach. Compare the alleged breach with the warranty wording, disclosures, time limits and notification procedure. Preserve evidence of loss and assess seller resources or insurance before selecting a negotiation or enforcement route.
Preparing the first discussion
Provide a transaction outline, ownership chart, target information, proposed timetable and any term sheet or exclusivity agreement. Explain the main sources of value and what would make the acquisition unattractive. A transaction risk register should identify each material issue, the decision needed, its owner and the evidence required to close it before signing or completion.
Related expertise
Share deals · Asset deals · Due diligence
Discuss your business matter
Tell us which parties and countries are involved, what you want to achieve and whether a deadline is approaching. We will clarify the scope, the appropriate legal team and the fee arrangements before work begins.
Reference: German Limited Liability Companies Act. English translations of German legislation may lag behind the authoritative German text. Application depends on the facts and the relevant current law.