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.