M&A & investment
Due diligence should identify decisions, not merely produce a list of documents. We examine legal risks in acquisitions, investments and financing and translate the findings into price, protection and completion requirements.
Scope of our advice
The review is scoped around the transaction: corporate ownership, material contracts, employment, IP, data, litigation, property and regulatory obligations. Specialist workstreams are coordinated where the business requires them.
What needs attention
Set materiality thresholds, access controls and a clear reporting format. A missing document may require a closing deliverable; a systemic compliance problem may affect valuation or the decision to proceed.
Turning documents into transaction decisions
The diligence scope should follow the investment thesis. A software business, distributor and regulated manufacturer present different risks. We define materiality, the entities and jurisdictions covered, and the questions that would change the price or decision to proceed. Corporate records, material contracts, employment, disputes, IP, data and compliance are reviewed with appropriate specialists. Missing documents are recorded as information gaps rather than treated as evidence that no problem exists.
How the legal work is organised
Findings are tested through targeted questions, supporting documents and discussion with the transaction team. The report should distinguish confirmed facts, unresolved questions and assumptions. Each material issue is linked to a recommendation: further investigation, a corrective step, a completion condition, contractual protection or a commercial decision. For sellers, preparation can identify inconsistencies before a buyer’s review begins. Data-room access also needs proportionate confidentiality, competition and personal-data controls, especially where the prospective buyer is a competitor.
Four practical examples
Illustrative scenarios explaining typical legal issues; these are not statements about specific client mandates.
Unowned software
A target relies on code created by freelancers. We inspect assignments and licences and identify the rights needed before completion.
Practical approach. Verify the scope and duration of the licence and any transfer or control restrictions. Possession of the software is not enough where continued use depends on consent from an unrelated rights holder.
Customer concentration
Most revenue depends on one cancellable contract. We analyse termination and renewal terms and their treatment in the transaction.
Practical approach. Review termination, exclusivity and change-of-control terms in the key customer contracts. Concentration becomes a legal transaction issue where one consent or renewal can materially change the revenue assumed in the valuation.
Incomplete records
A target cannot produce shareholder approvals for an earlier transfer. We assess title risk and the steps needed to regularise the record.
Practical approach. The report should distinguish missing evidence from a confirmed legal defect. Identify the documents or corrective steps required and explain which transaction decision cannot safely be made until the gap is resolved.
Regulatory gap
The data room reveals an uncertain permit position. We obtain specialist clarification and separate curable documentation issues from operational restrictions.
Practical approach. Identify the permission or compliance requirement, the current position and a realistic correction route. The buyer then decides whether remediation is required before signing, before completion or under a defined covenant.
Preparing the first discussion
Start with the proposed structure, a current ownership chart, financial context and a list of the target’s core assets and revenue dependencies. Agree the reporting format and escalation thresholds before review begins. Maintain a dated question log and preserve the information set used for the final assessment so that the basis of the advice remains traceable.
Related expertise
Buy or sell a business · Share deals · Asset deals
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.