Support for company acquisitions (M&A) and business succession
The purchase or sale of a business and succession planning are decisions of far-reaching significance. We support small and medium-sized companies, their shareholders and business-owning families as buyers or sellers through every phase of the transaction.
The key points at a glance
Share deal and asset deal
In a share deal, the shares in the company are transferred. The business continues to exist as a legal entity with all its rights and obligations. In an asset deal, individual assets, contracts and rights are transferred, which requires precise identification and often the consent of contractual partners. The choice has significant consequences in terms of liability and tax, which should be assessed in consultation with your tax adviser.
Due diligence and warranties
In the due diligence process, the buyer examines the target company from a legal, financial and tax perspective. The findings are reflected in the purchase agreement, which usually provides for a separate regime of warranties and liability in place of the statutory warranty provisions.
Formal requirements and transfer of employment relationships
The assignment of GmbH shares, and the obligation to assign them, require notarial recording. In an asset deal involving a transfer of undertaking, employment relationships pass to the acquirer by operation of law. The employees must be informed accordingly.
Business succession
A handover within the family or to the management requires coordination of corporate law, inheritance law and tax law. The articles of association, will and, where appropriate, waivers of compulsory portions should be aligned with one another.
How we proceed
We clarify objectives, timetable and structure and, where required, prepare a confidentiality agreement and a letter of intent.
We carry out the legal due diligence or prepare the data room, draft the purchase agreement and negotiate the terms.
We support you through notarisation and completion, including any necessary approvals and filings, and assist with integration or handover.
Frequently asked questions
When should we seek legal support?
Ideally before a letter of intent is signed, as it sets important parameters regarding exclusivity, the purchase price mechanism and confidentiality.
Do you work with tax advisers?
Yes, we work closely with your tax adviser. We do not provide tax advice ourselves.
Your contact
Talk to us.
Gewürzmühlstraße 5 · 80538 Munich