M&A & investment
Investment structures differ considerably between venture funding, private equity, management buyouts and listed-company transactions. We help investors and businesses define the legal workstreams and coordinate the specialists required.
Scope of our advice
Private investments involve governance, preference rights, management participation and exit arrangements. Public transactions raise distinct takeover, disclosure, market-abuse and capital-markets questions; they require a timetable suited to the relevant regulatory framework.
What needs attention
Do not use private-company acquisition documents as a substitute for a public-takeover process. Funding certainty, disclosure controls and communications planning may be critical before an approach becomes public.
Investment terms across different transaction models
A venture investment, leveraged acquisition, management buyout and public takeover require different processes. Early-stage investments often focus on financing rounds, founder incentives and future dilution. Private-equity acquisitions add debt, management participation and an eventual exit. Listed-company transactions involve a different disclosure and takeover framework. We identify the structure before selecting documentation, and coordinate regulatory and capital-markets specialists where the proposed investment requires them.
How the legal work is organised
Negotiations should connect valuation with preference rights, control, funding obligations and exit. A headline percentage can conceal very different economic outcomes under liquidation preferences, anti-dilution provisions or management incentive arrangements. We test the documents against later financing, a down round, founder departure and sale. For acquisitions, financing certainty and completion conditions need to align. Public M&A requires a carefully managed information and announcement process; confidentiality arrangements do not replace mandatory disclosure obligations or permit unrestricted dealing in securities.
Four practical examples
Illustrative scenarios explaining typical legal issues; these are not statements about specific client mandates.
Growth round
A company negotiates new venture funding. We analyse dilution, liquidation preferences, reserved matters and founder commitments as an integrated package.
Practical approach. Model the preference waterfall at several exit values and after a further financing round. This makes the economic consequences understandable to founders and investors before they commit to the legal drafting.
Management buyout
Managers acquire the business with external investors. We address conflicts, funding conditions and management equity terms.
Practical approach. Management participation should be assessed together with employment status, leaver provisions and tax advice. The acquisition documents should not promise an incentive that separate implementation documents fail to deliver.
Distressed investment
An investor seeks control through new money. We assess the corporate structure together with restructuring, security and insolvency constraints.
Practical approach. Assess the company’s present financial position and the timing and certainty of the proposed funding. Rescue investment terms must be coordinated with insolvency advice, creditor rights and the risks of later challenge.
Listed target
A proposed stake purchase may trigger takeover or disclosure rules. We coordinate specialist review before commitments or public statements are made.
Practical approach. The transaction team should establish responsibility for announcements, document approval and information barriers. Public-company status changes the process even where the commercial objective resembles a private acquisition.
Preparing the first discussion
Provide the term sheet, capitalisation table, existing investment documents, shareholder loans, management incentives and proposed financing. A worked distribution model helps explain how proceeds would be shared in different exit scenarios. Identify regulatory approvals, external funding dependencies and any existing exclusivity or disclosure commitments before the parties settle the transaction timetable.
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.