Mergers & Acquisitions – Consulting for companies

The choice between a share deal and an asset deal depends on various factors, including tax and liability considerations. A share deal has the advantage of keeping the company intact as a unit, while an asset deal enables a more targeted acquisition of individual assets or business areas. Our lawyers specializing in M&A will help you find the optimal solution for your goals, taking all relevant aspects into account.

A share deal requires meticulous preparation in order to minimize risks and optimize your negotiating position. Our advice begins with the search for a suitable target company and its valuation. After an in-depth examination of all relevant economic and legal factors as part of due diligence, our lawyers specializing in M&A negotiate with the parties involved to achieve the best terms for you. In many cases, a letter of intent (LOI) or term sheet is signed in advance of a share deal.

In Germany, the share deal must be notarized by a notary, whereas in France, notarization is generally not required. Our lawyers specializing in M&A regularly collaborate with notaries who can conduct notarization appointments in German, French and English. This ensures that all your questions are answered and your needs are met.

A share deal can have significant tax consequences – both for the buyer and the seller. Income tax implications, such as loss carryforwards, must be analyzed early on to avoid unexpected burdens. In light of the real estate transfer tax in Germany and the droits d’enregistrement in France, a share provides an opportunity to develop a tax-optimized transaction structure. To this end, our lawyers specializing in M&A in both Germany and France collaborate with experienced, multilingual tax experts.

Since a share deal leaves the company unchanged, employees generally retain their employment contracts. However, restructuring or adjustments may occur after the takeover and must be considered under labor law. Our lawyers specializing in M&A provide comprehensive advice on your rights and obligations towards your workforce and develop strategies to ensure a smooth transition.

A significant risk of a share deal is that the buyer assumes not only the assets but also all liabilities and legacy issues. Therefore, careful due diligence in the run-up to the transaction is essential. Our lawyers specializing in M&A will help you identify potential risks early on and implement protective mechanisms such as guarantees (e. g., the “Garantie d’actif et de passif (GAP)” in France) or indemnity clauses in the contract.

The process of acquiring a company typically involves a clear sequence of steps that must be carefully planned and coordinated. First, a target that is both strategically and economically suitable for the buyer is identified. The parties are then prepared for the actual acquisition process from a legal and economic perspective through pre-contractual safeguards such as non-disclosure agreements (NDA), term sheets, letters of intent (LoI) or memoranda of understanding (MoU). Next, the target undergoes a comprehensive review as part of due diligence, covering legal, tax, labor law, and financial aspects. Based on the results, contract negotiations conclude, and the final contract documents are signed. Once all conditions precedent (e.g., regulatory approvals) have been met, the closing occurs, i.e., the final transfer of the company to the buyer. Structured post-M&A integration support is essential to successfully integrating the target into the corporate structure, implementing necessary restructuring or optimization measures in line with the corporate identity, settling earn-out clauses, and managing warranty claims and disputes over purchase price components effectively. Our lawyers specializing in M&A provide comprehensive support for company acquisitions at every stage, from initial approach to successful post-M&A integration.

After signing, further steps are usually required before the transaction is finalized. These include, among other things, payment of the purchase price, fulfillment of other closing conditions, and obtaining regulatory approvals, if necessary. Our lawyers specializing in M&A will accompany you until the transaction is successfully completed, ensuring a structured and smooth process.

The choice between an asset deal and a share deal depends on various factors, including tax and liability aspects. While a share deal offers the advantage that the company remains intact as a unit, an asset deal can enable a more targeted acquisition of individual assets or business areas. The key benefit of an asset deal is that it only involves the acquisition of assets, not liabilities. This naturally has a significant impact on the purchase price. Our lawyers specializing in M&A will help you find the best solution for your individual goals and take all relevant aspects into account.

The list of transferable assets is long: land, buildings, equipment, machinery, rights, patents, inventories, or entire business units, etc. In France, a company’s business unit (“fonds de commerce”) is subject to legal regulation, meaning strict formalities must be observed when acquiring or transferring one. Certain assets may also be subject to approval or consent requirements from authorities or contractual partners. Our lawyers specializing in M&A will help you analyze all relevant aspects and ensure that everything is legally compliant.

As a general rule, existing contracts and licenses involved in an asset deal are not automatically transferred to the buyer. Instead, an explicit transfer provision or the consent of the contractual partners is required. This should ideally be obtained by the time the asset deal is finalized. In France, special features must be considered regarding commercial leases (known as “bail commercial”). Our lawyers specializing in M&A ensure that all necessary approvals and consents are obtained in a timely manner.

Under certain circumstances, an asset deal may result in a business transfer under Section 613a of the German Civil Code (BGB) or Article L. 1224-1 of the French Labor Code. This means that the employment relationships would be transferred to the buyer. There are labor law consequences under that must be considered early on. Our lawyers specializing in M&A will help you identify potential risks to ensure a smooth transition.

In an asset deal, the buyer can select which assets to acquire specifically. However, there are various liability risks, such as those related to environmental protection regulations. Our lawyers specializing in M&A proactively help minimize risks and protect you with appropriate contractual clauses, such as guarantees.

The process of acquiring a company typically involves a clear sequence of steps that must be carefully planned and coordinated. First, a target that is both strategically and economically suitable for the buyer is identified. The parties are then prepared for the actual acquisition process from a legal and economic perspective through pre-contractual safeguards such as non-disclosure agreements (NDA), term sheets, letters of intent (LoI) or memoranda of understanding (MoU). Next, the target undergoes a comprehensive review as part of due diligence, covering legal, tax, labor law, and financial aspects. Based on the results, contract negotiations conclude, and the final contract documents are signed. Once all conditions precedent (e.g., regulatory approvals) have been met, the closing occurs, i.e., the final transfer of the company to the buyer. Structured post-M&A integration support is essential to successfully integrating the target into the corporate structure, implementing necessary restructuring or optimization measures in line with the corporate identity, settling earn-out clauses, and managing warranty claims and disputes over purchase price components effectively. Our lawyers specializing in M&A provide comprehensive support for company acquisitions at every stage, from initial approach to successful post-M&A integration.

Joint ventures can be organized on a contractual or corporate basis. There are two types of joint ventures: contractual and equity. Depending on the objective, either a pure cooperation agreement or the formation of a joint company may be appropriate. Our lawyers specializing in M&A will advise you on the pros and cons of the different models and help you find the optimal solution for your needs.

Clear rules governing decision-making mechanisms are essential to avoid conflicts later on. Our lawyers specializing in M&A can help you design governance structures, voting arrangements, and profit distribution systems that will ensure your joint venture functions efficiently in the long term.

The most common option is an equity joint venture, in which cooperating companies establish a new company together. This usually takes the form of a limited liability company (GmbH in Germany, SAS in France, etc.). Our lawyers specializing in M&A can help you minimize liability risks in connection with the joint venture.

Clear exit strategies should be defined when establishing a joint venture to avoid disputes later on. These strategies can include appropriate “good leaver” or “bad leaver” exclusion and severance clauses. Our lawyers specializing in M&A can help you draft provisions for share sales, termination, and joint venture liquidation so that you can react flexibly to changing circumstances.

Mergers can take two forms: an acquisition, in which one company takes over another, or a new formation, in which two companies merge to form a new company. Even within a group of companies, there are different types of mergers, such as upstream or downstream mergers, in which parent companies and subsidiaries merge. Depending on the structure, there are different legal and tax implications. Our lawyers specializing in M&A can help you determine the best option for your business strategy.

There are various tax factors that play a role in a merger, including the retention of loss carryforwards and the handling of real estate transfer tax or the droits d’enregistrement in real estate transactions. Our lawyers specializing in M&A collaborate closely with experienced tax advisors who can assist you in German, French, and English and analyze your specific tax situation. This ensures that the optimal merger structure is chosen.

A merger can create uncertainty among customers and business partners. Clear communication strategies and contractual safeguards are essential to maintaining these relationships. Our lawyers specializing in M&A can help ensure a smooth integration process and protect existing contractual relationships.

Our lawyers specializing in M&A will help you assess opportunities and risks, as well as develop a secure transaction structure. In the event of imminent insolvency, a share deal is usually preferable to an asset deal, as the latter carries the risk of subsequent insolvency, which can result in the transfer of assets being contested. The general risks of a share deal, particularly the assumption of legacy liabilities, legal disputes, and liabilities, are significantly higher in crisis-stricken companies. This makes it all the more important to carefully carry out due diligence and, if necessary, agree on guarantees.

In the case of insolvent companies, takeovers usually take the form of asset deals. Under certain legal conditions, interested parties can acquire only the desired parts of the company while leaving behind its debts and undesirable assets. Our lawyers specializing in M&A can advise you on the legal possibilities of such a transaction.

Companies in financial difficulty often face considerable time pressure, which increases the risk of interested parties making hasty decisions. The company’s legal and economic situation must be analyzed quickly, so early legal advice is essential. Creditor interests, risks of contestation, and insolvency law requirements must be carefully examined. Our lawyers specializing in M&A will guide you through the entire process, helping you weigh the opportunities and risks.

In a management buyout (MBO), the existing management takes over the company from its previous owners. Financing, negotiating the purchase price, and establishing a legally secure transaction structure are all crucial to this process. Our lawyers specializing in M&A provide comprehensive advice on all aspects of the process and work with you to develop a customized solution to ensure a successful takeover.

An investor’s participation can provide additional financial resources and strategic expertise. However, clear contractual provisions must be established regarding voting rights, exit strategies, and the extent of the investor’s influence. Our lawyers specializing in M&A can help you develop an ownership structure that secures your entrepreneurial interests while meeting the investor’s expectations.

For the success of your investment, careful due diligence, a well-thought-out financing structure, and precise contractual arrangements are essential. Therefore, the legal, tax, and finance areas are crucial for a successful takeover. Our lawyers specializing in M&A have a wide-ranging network of contacts for tax and financing issues, and this network is made available to our clients. This means you will have a team that is optimally tailored to your needs throughout the entire transaction.

A buyout presents a variety of legal and tax challenges, especially concerning company valuation, financing models, and liability issues. Our lawyers specializing in M&A will examine all relevant factors and develop a tailored solution to minimize your legal and tax risks.