Mergers and Acquisitions
Our law firm in the center of Hamburg focusses on the support of medium-sized companies and entrepreneurs during the process of acquiring, merging or selling companies and provide advice not only in Northern Germany but also nationwide and on international transactions.
Support during the entire transaction process
The range of our services includes succession advice, Buy-and-Build strategies as well as Management-Buy-Ins and Buy-Outs. If companies are to be acquired from crisis or insolvency we will supply prospective advice as well as on intra-group restructuring and reorganization proposals.
Our consulting services map the entire transaction process form the first purchase or sale considerations to the integration of the target company or parts of the company into the buyer`s organizational structure after the successful acquisition (post-merger integration).
Advice on the seller side
Disposing about a network built up over many years, we support our clients in finding suitable strategic or financial investors, structure and monitor the entire sales process, prepare a report on legal risks or provide company presentations on request, set up the data room for the buyer due diligence, negotiate the contract and prepare all corporate law documents.
Advice on the buyer side
Giving advice on the buyer side we can also support our clients with our long established network performing an efficient search of suitable targets. We structure the purchase process and the financing of the company acquisition, carry out the legal buyer due diligence, if applicable we will set up a subsidiary to carry out the acquisition and finally advise and negotiate the company purchase agreement until it is fully realized.
Transaction-related labour law
Issues of Labour law must regularly be examined in company transactions. When structuring the transfer of business in accordance with § 613a BGB (German Civil Code) in the context of asset deals or when negotiating new contracts for employees and managing directors/board members after the acquisition has been completed, we closely cooperate with our expert colleagues from the field of employment law, who will be involved in the complete transaction. They can also accompany or conduct information events for the employees or negotiations with the works council.
The economic understanding of our clients` business case always forms the base of our advice to find tailor-made solutions. Within the scope of this legal advice, we also pay attention on the tax and economic issues of the respective company acquisition, company sale or restructuring project. In case of more complex tax and economic issues, we cooperate with the company’s long-term tax advisors. If a cooperation is not possible or not desired, we have access to our longtime network of experienced tax advisors and auditors who are used to actively support our clients in their intended projects.
Concerning transactions with an international dimension, we dispose of an international network of highly specialized legal, tax and financial transaction advisors who can be integrated from the respective country jurisdictions at short notice.
Special expertise as an advantage
Thanks to our company`s expert knowledge at the interface of health care law as well as restructuring and insolvency law, our interdisciplinary teams are able to meet the special requirements of complex legal matters in these fields also in the case of restructuring or company acquisitions and sales.
- Structuring and support of nationwide and cross-border transaction processes
- Search and approach of suitable buyers/sellers or potential target companies
- Business valuation and purchase price determination
- Purchase price structuring and advice on purchase price financing
- Purchase price hedging (including preliminary examination of buyer`s credit worthiness)
- Letter of intent, indicative offers and preliminary contracts
- Setup and maintenance of physical and virtual data rooms
- Legal, tax and financial due diligence audits
- Review, negotiation and drafting of company purchase agreements (as share or asset deal)
- Drafting all necessary contractual documents, such as shareholder resolutions, shareholder lists and commercial register applications
- Drafting and negotiation of shareholder and shareholder agreements
- Review and design of warranty and liability regulations
- Employment law optimization of business transfers (§ 613a BGB)
- Strategic preparation of negotiations with the works council
- Negotiation of social plans
- Support after the completion of the transaction (post-merger integration)
- Car industry
- Financial Services
- Print / Publisher
- Wholesale and Retailtrade
- Renewable Energies
- Pharmaceuticals / Medical Devices
- Real Estate
- New Media
- Plant Construction
- Software / IT
- Fashion/ Textile