M&A mergers and acquisitions, is a collective term for corporate transactions where companies merge or change their ownership. Nowadays, companies face the challenge of growing in mature markets through the development of new products and the expansion into new geographic regions. However, corporate growth is often hindered by obstacles that are difficult to overcome for a company with limited resources. An alternative to internal growth is the purchase of a company.
A broad set of legal issues arises in mergers, takeovers and company acquisitions. In the event of a takeover, we will consider various approaches depending on the ownership structure and legal form of the participating companies.
At this point a share deal or an asset deal comes into consideration. In an asset deal, all assets of a company are sold. In a share deal, however, the shares of the company are sold. If a firm is privately held, a purchase contract, which may need to be authenticated by a notary, is sufficient. It is typical for publicly traded companies, that the buyer usually owns a majority share. In such situations the buyer can influence the composition of the supervisory board and the executive committee and in this way he can determine the future direction of the company.
The lawyers at GRP Rainer will assist you in the preparation of a transaction while analyzing the risks associated with the purchase in the context of due diligence. Thereby we thoroughly examine the suitability of the target company. Furthermore, we place a special focus on existing working conditions, contracts, tax implications, ongoing legal proceedings, and other possible risks associated with the acquisition.
In addition, we can accompany you in all contract drafting and contract negotiation activities. From the selection of the target company, the signature of a Non-Disclosure Agreement (NDA) or a Letter of Intent (LOI) to the transfer of ownership and purchase price payment, the lawyers at GRP Rainer will be at your side providing their valuable legal advice.
We advise on M&A in Germany.