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:
Acquisition of one company by another company.
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.
In mergers and acquisitions, the following aspects must be considered to ensure a successful company takeover:
Mergers & Acquisitions
Mergers = Fusion
Two companies merge into a new company
A larger company takes over a smaller company
Acquisitions = purchases/sales through integration or (hostile) takeover
As a share deal – the buyer takes over all company shares
Or asset deal – the buyer takes over all assets
Formal requirements
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 restraint of competition and antitrust prohibition are particularly relevant:
such as the Cartel Act (GWB)
European Merger Regulation (EC Merger Regulation) including its implementing regulation.
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
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.
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.
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.
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.
office
Grugaplatz 2 (c/o Regus)
45131 Essen
Phone: +49 201 74960001
Email: office@turgerlegal.de
branches
Kurfürstendamm 195 (c/o Regus)
10707 Berlin
Phone: 030 46690580
Email: office@turgerlegal.de
Breite Straße 3 (c/o Signature by Regus)
40213 Düsseldorf
Email: office@turgerlegal.de
Mon. – Fri. 10:00 – 17:00
You need to load content from reCAPTCHA to submit the form. Please note that doing so will share data with third-party providers.
More InformationYou are currently viewing a placeholder content from Instagram. To access the actual content, click the button below. Please note that doing so will share data with third-party providers.
More InformationYou are currently viewing a placeholder content from Google Maps. To access the actual content, click the button below. Please note that doing so will share data with third-party providers.
More InformationYou are currently viewing a placeholder content from Google Maps. To access the actual content, click the button below. Please note that doing so will share data with third-party providers.
More InformationYou need to load content from hCaptcha to submit the form. Please note that doing so will share data with third-party providers.
More InformationYou need to load content from reCAPTCHA to submit the form. Please note that doing so will share data with third-party providers.
More InformationYou are currently viewing a placeholder content from Turnstile. To access the actual content, click the button below. Please note that doing so will share data with third-party providers.
More Information
