Specialised

The Sale of Participations

We structure the sale process in cooperation with our clients or M&A advisors, manage the data room and act as contact for the teams of interested purchasers. The most important points in advising on sales are securing the payment of the purchase price and avoiding the risk of liability, for example from seller’s guarantees. We comprehensively advise our clients thereon and negotiate the contracts accordingly. Not least because of our litigation experience in post-M&A disputes, we are skilled at preventing liability risks by identifying them from the outset and drafting the contracts accordingly. As experienced negotiators of share purchase agreements, we have a large repertoire of possibilities to ensure that our clients receive and retain the entire purchase price. We are also aware of the special challenges for the seller often associated with post-contractual competition prohibitions often demanded by purchasers and we ensure, if necessary, that sellers represented by us are not excessively restricted in their future commercial activity by the purchase agreement.

We are often instructed by SMEs wanting to ensure a permanent future for their “life’s work“ – because we are aware of the specific needs and interests of family businesses and place them at the centre of our advice.

Weitere Schwerpunkte aus der Expertise "M&A"

Long-term advice on Buy-and-Build-Strategy

We provide long-standing clients with ongoing advice on strategic acquisitions – from the initial contact with potential targets, legal Due Diligence, appropriately structuring the individual transaction to the actual acquisition and the operational and corporate law integration (e.g., cash pooling, intercompany agreements or mergers).

Advice for investment companies

In the course of long-term advice to Family Offices and investment companies, we focus not only on the individual transaction but also ensure that the investment portfolio is kept clear and manageable for our clients due to its consistent design.

Post-M&A Disputes

Post-M&A disputes following a transaction whether before state courts or arbitration tribunals form an important part of our corporate litigation practice.

Distressed M&A

With our expertise both in M&A and imminent insolvency situations, we advise both investors on the acquisition and trustees and insolvency administrators on the sale of distressed assets and on insolvency plans.

Manager Participation Models

We advise companies which wish to retain the loyalty of their managers by granting them shares and outside managing directors and leading executives to whom shares or virtual interests in “their” company are intended to be granted for the duration of their appointments as corporate organs. Together with our client’s tax advisors, we develop solutions for the best possible protection of their interests.

Transformation and Restructuring

Advising on complex transformations and restructuring such as mergers, change of legal form, demergers and spin-offs is among our core specialisations.