One of our core competencies is the legal advice and support of German and foreign clients in the acquisition and sale of companies. We regularly advise on domestic and cross-border acquisitions of companies (predominantly in the form of share deals in the medium-sized sector) in medium-sized target companies in all economic sectors under German law.
Due to the specialization of our law firm and our associated notary's office, we naturally have special knowledge of the real estate industry. In the past years, we have been extensively involved in numerous complex transactions on behalf of national and international investors, real estate companies and family offices as legal advisors to both buyers and sellers. Together with selected partner law firms abroad, with whom we maintain very close relationships due to our long-standing membership in the global network of advisors IR Global, we also advise on multinational transactions in several jurisdictions.
Our legal advisory services in this area include:
- Initiation of transactions by drafting and negotiating preparatory documents such as letters of intent (also referred to as memorandums of understanding or heads of agreement) and confidentiality agreements
- Conducting legal due diligence reviews in all relevant areas of law (Please note: In the case of extensive and/or complex employment law reviews, we regularly cooperate with highly specialized employment lawyers from renowned partner law firms.)
- Structuring of the transaction and establishment of special purpose vehicles (NewCo) and preparatory transformation measures on the seller side (e.g. hive-down of business units)
- Drafting and negotiation of company purchase agreements (in particular of agreements on the purchase/sale and transfer/acquisition of interests in limited partnerships [KG] and shares in limited liability companies [GmbH] as well as stock corporations [AG])
- Drafting and negotiation of escrow agreements
- Preparation of annexes to the company purchase agreement
- Representation in the conclusion (signing) of the company purchase agreement (if required, participation in the notarization of share purchase and assignment agreements concerning shares in limited liability companies [GmbH])
- Notification of concentrations to the German Federal Cartel Office (Bundeskartellamt) or the European Commission (Please note: For complex antitrust notifications and subsequent merger control proceedings, we regularly cooperate with highly specialized antitrust attorneys from renowned partner law firms.)
- Preparation of the consummation of company purchase agreements (closing) and representation of the client (if required: participation in the notarization of agreements concerning the assignment of shares in limited liability companies [GmbH])
- Fulfilment of legal notification obligations (e.g. secs. 20, 21, 42 of the German Stock Corporation Act)
- Preparation of the implementation notifications to the German Federal Cartel Office
- Drafting and negotiation of any supplementary agreements to the company purchase agreement
- Restructuring of the target company (e.g. business name, registered office and other amendments to the articles of association or partnership agreement) and drafting of new managing directors’ service agreements