TURGERLEGAL - Expertise. Reliability. Dedication
Lawyer for corporate transactions Merger & Acquisitions in Berlin
Corporate law services
We are your reliable partner in the field of mergers and acquisitions.
Do you need support with a merger or the sale of your company? I would be happy to assist you as a legal advisor in the area of mergers and acquisitions (M&A).
M&A refers to transactions in which companies merge or are acquired. There are two types of mergers:
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Acquisition of one company by another company.
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Formation of a new company through the merger of two companies.
Growth is often a driving factor for M&A transactions, as it enables increased revenue, market share, and market power. Collaboration with other companies can be a better way to increase one's own growth, as organic growth is insufficient. Passing on and taking over the business to the next generation can also be important reasons.
To successfully complete M&A transactions, it is crucial to have legal advice. An experienced lawyer can help avoid damages and penalties that may arise from antitrust or contract law. I can assist you in drafting contracts and represent you in negotiations to ensure a successful corporate acquisition.
How to make the corporate transaction successful
How to conduct a successful corporate transaction
In mergers and acquisitions, the following aspects must be considered to ensure a successful company takeover:
Mergers & Acquisitions
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Mergers = Fusion
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Two companies merge into a new company
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A larger company takes over a smaller company
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Acquisitions = Purchases/sales through integration or (hostile) takeover
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As a share deal – the buyer takes over all company shares
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Or asset deal – the buyer takes over all assets
Formal requirements
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Generally, no special form is required. However, if shares in a limited liability company or real estate are sold, a notarized deed is required. A notarized deed is also required to create or amend the commercial register entry. With the assistance of an experienced notary, these formalities can be easily completed.
Legal sources
As a rule, the German Civil Code (BGB) and the German Commercial Code (HGB) apply to corporate transactions.
However, depending on the type of company, relevant special laws must also be observed:
- the Stock Corporation Act (AktG)
- the Cooperatives Act (GenG)
- the GmbH Act (GmbHG)
- the Partnership Act (PartGG)
For larger companies, the laws on restrictions of competition and the prohibition of cartels are particularly relevant, especially the Act against Restraints of Competition (GWB). In addition, the European Regulation on the control of mergers and acquisitions (EC Merger Control Regulation), including its implementing regulations, must be observed.
The process of a corporate transaction includes various phases:
- Initial phase: Internal approval to carry out a transaction
- Search phase: Support from banks, consultants and chambers of commerce
- Test phase: evaluation and detailed analysis
- Negotiation phase: Conclusion of a confidentiality agreement is important, followed by a letter of intent in which the parties agree on the further procedure
- Implementation phase: Legal due diligence review for liability risks
- Handover phase: Handover of the transaction
Conclusion: Successful M&A transactions require structured advice and clear implementation.
Mergers and acquisitions are complex processes in which legal, economic, and organizational aspects are closely intertwined. Whether it's a merger of two companies, a company acquisition, or an investment in a limited liability company (GmbH), thorough legal advice is crucial for the success of the transaction.
Besides contract drafting, the interests of all parties involved, the role of the responsible managers, integration issues after completion, and data protection play a central role. Even minor oversights can lead to significant liability or implementation risks.
Proactive legal support helps to design new structures in a legally compliant manner, minimize risks, and implement business objectives sustainably.
Our support for you
As a corporate lawyer, I am available to assist you comprehensively with company acquisitions and sales, as well as with questions regarding mergers and acquisitions. I will guide you through the entire transaction process, explaining the procedures, the aspects to be considered, and the associated obligations and liabilities.
I will address your individual needs and strive to create a legally compliant framework that meets them. Together, we will develop a customized transaction strategy specifically tailored to your company.
Thanks to my many years of experience and collaboration with notaries, I can handle notarizations and entries in the commercial register, relieving you of many worries.
Especially in mergers and acquisitions, it is crucial to have legal advice to minimize the risk of invalid contracts and associated claims for damages.
I'm happy to help you clarify the costs for lawyers, notaries, and procedures in advance so you know what to expect.
Frequently Asked Questions (FAQ)
There are two types of corporate acquisitions: mergers and acquisitions. Within mergers, there are different types: amalgamation and acquisition. For acquisitions, there are two options: share deals and asset deals.
Share deals and asset deals are two different types of company acquisitions that can be carried out as part of an acquisition. In a share deal, the company's shares are acquired, while in an asset deal, the company's assets are acquired. In both cases, the company remains a legal entity; however, in an asset deal, the company may be left as an empty shell after the assets are sold.
In merger law, two terms are used to describe the process of merging companies: “Mergers” refers to mergers, while “Acquisitions” describes the takeover of companies – even in a hostile context.
In merger law, the terms "mergers" and "acquisitions" are used to describe different types of corporate mergers. "Mergers" refers to the merging of companies, while "acquisitions" describes the purchase or sale of companies, including hostile takeovers.
Mergers typically involve two types. The first involves two companies merging into a new company. The second involves the larger company acquiring the smaller company and integrating it into its existing corporate organization.
It is extremely important to adequately assess the legal risks of corporate transactions, as binding agreements are entered into upon contract signing. In addition, confidentiality agreements or non-disclosure agreements should be concluded during negotiations to ensure the protection of trade secrets.
Legal due diligence (DD) refers to the investigation of companies for potential legal risks to ensure the necessary due diligence in business transactions. This is particularly important in connection with issues such as money laundering or corruption.
Due diligence refers to the review of a company for potential liability risks. These include, among other things, the involvement of shareholders, the validity of employment and commercial contracts, and the protection of trademark and patent rights.
When a company is sold, it is usually necessary to conclude a purchase agreement in accordance with the German Civil Code (BGB). In addition, a confidentiality or non-disclosure agreement should be concluded during the negotiations to avoid potential damages.
It is strongly recommended to consult a lawyer during a company acquisition, or at least have the contracts reviewed by a lawyer. Although this is not mandatory, individual cases can often involve significant liability risks due to their complexity, which are not immediately apparent.
