We have extensive experience in the corporate law, labor law and tax law aspects of preparing and executing national and transborder transactions and restructuring corporations. We advise strategic and institutional buyers and sellers, as well as other parties to the transactions, for example banks. We advise on numerous transaction structures, such as MBO, MBI, LBO and LBI, venture capital, private equity and auctions, as well as acquiring companies in insolvency proceedings, including financing and compliance with domestic, European and third-country merger control regulations.
We prepare the sale for the seller including any prior restructuring and vendor due diligence, to make financing easier for the buyer and to avoid liability risks for the seller.
We offer highly qualified expertise for nearly all areas of the law required for advising on M&A transactions within one single law firm.
Structuring
Key areas of our practice also include corporate and tax structuring of business start-ups and succession planning for family-owned businesses, domestic and international corporate structures, as well as restructuring – for example in cases of impending insolvency.
A particular focus is advising on setting up and running joint ventures, for example resolving deadlocks and finding means to terminate joint ventures while safeguarding the interests of all parties involved.
Financing
We advise borrowers and lenders, for example in financing M&A transactions. We help draft contracts and represent our clients in contract negotiations.
We also advise on structuring and documentation of financing, factoring and credit insurance, also for international transactions. As a part of loan documentation (also compliant with U.S. regulations) we advise on collateral and syndicated loans.
Another aspect of our financing work involves equity financing, for example private equity and venture capital, but also atypical finance structures. We represent both businesses and holding companies.
Due Diligence
We perform due diligence, coordinate our reports with the findings of other specialists and identify risks inherent in the transaction structure, in the documentation (e.g. warranties and escrow), in the purchase price structure (e.g. earn-out) and in financing.
Tax law
When advising on tax structuring, we draw on external tax advisors to develop tax-efficient structures for sales, purchases and financing, while taking into account special issues, such as real estate transfer tax , tax on royalties, tax aspects of corporate reorganizations, succession planning, tax compliance and value-added tax. We also assist in executing the transaction. We also assist our clients in corporate restructuring and insolvency, debt restructuring and debt relief.
Together with external tax advisors we file applications with the tax authorities to obtain binding tax information in order to clarify in advance any complex tax issues. We assist our clients during external tax audits, out-of-court administrative proceedings and disputes with tax courts.
