M&A transaction advice

Buying and selling mid-sized companies

Business, legal and tax advice: coordinated in one process

When a company is bought or sold, numerous aspects have to be considered together. We bring the relevant professional perspectives together in a coordinated advisory process. This creates a sound basis for decisions and helps to identify risks, open questions and possible options at an early stage.

Continuous support

We support buyers and sellers through the key phases of a transaction. Together, we first clarify whether, and under what conditions, a purchase or sale can make sense. Depending on the engagement, we assist with the search for suitable transaction partners, with business planning and valuation, and with compiling and reviewing documents and information relevant to the transaction. We also support price negotiations, the drafting of contracts and the completion of the transaction.

To ensure that legal, tax and business questions are aligned with one another, the practice areas involved work closely together. This can reduce duplicated work and coordination effort and helps to base decisions on a consistent body of information.

What we do for you

• Initial assessment: Together with you, we review the objectives, the general conditions and the key questions of the transaction.
• Transaction structure: We advise on the legal and tax structuring – for example of an acquisition of company shares (share deal) or of assets or a business unit (asset deal).
• Transaction partners: Where needed, we help you find and approach suitable buyers or sellers.
• Business planning and valuation: We look at the planning assumptions and assist with the company valuation as a basis for determining the purchase price.
• Due diligence: Depending on the transaction and the engagement, we coordinate or support commercial, financial, legal and tax reviews.
• Negotiations and completion: We support the price negotiations, the drafting of contracts and the completion of the transaction.

Pragmatic approach

In M&A transactions, our clients' knowledge of their industry and their company is an important foundation. In structured workshops with you and, where needed, with external specialists, we gather relevant information, clarify open questions and focus the further analyses accordingly. This can help to make the process efficient and avoid unnecessary rounds of coordination.

For the digital exchange of documents, we use suitable processes and pay attention to confidentiality and appropriate IT security measures.

Market-driven valuation

Which valuation method is suitable depends, among other things, on the reason for the valuation, the company and the information available. The analysis can draw on historical financial figures, business plans and – where meaningful and available – comparable data from similar transactions.

We prepare transparent valuation bases that can serve as guidance for decisions and purchase price negotiations. A particular valuation, or its acceptance by all parties involved, cannot be guaranteed.

Legal and tax structuring

Every transaction requires an individual legal and tax review. Which structure makes sense depends on the objectives of the parties involved, the corporate structure and the specific circumstances. This also applies to the choice between selling company shares (share deal) and selling assets or business units (asset deal). Which option is more advantageous for tax purposes cannot be answered in general terms.

Our lawyers and tax advisers advise on the relevant legal and tax questions. Depending on the transaction, we involve further specialists from the relevant areas of our partnership.

Careful review in the transaction process (due diligence)

When a company is bought or sold, due diligence helps to examine the target company systematically from a business, legal and tax perspective. The results can provide a sound basis for decisions, the structuring of the transaction and purchase price negotiations. The scope and depth of the review depend on the specific transaction and the information available.

We assist with the planning and performance of the agreed reviews. We also advise on drafting and reviewing important documents in the initial phase, such as a letter of intent (LOI) or a non-disclosure agreement (NDA). With an LOI, it should be clarified in particular which provisions are to be binding.

Areas of review

• Commercial due diligence: Analysis of the business model, the market environment, the customer and supplier structures and the competitive situation. Key assumptions of the business plan can be reviewed and opportunities and risks identified.
• Financial due diligence: Analysis of the financial development and of the net assets, results of operations and liquidity, as well as a review of key planning assumptions. The results can serve as a basis for the company valuation and purchase price negotiations.
• Legal due diligence: Review of selected legal issues, for example the corporate structure, material contracts, employment relationships, intellectual property rights, permits, litigation and regulatory requirements.
• Tax due diligence: Review of the tax situation and of possible risks from past periods, as well as consideration of the tax consequences of the planned transaction.

Depending on the transaction, further areas of review may be added. For IT, environmental and compliance issues, we work with specialists from our expert network where needed. Considering the various aspects in a coordinated way can help to identify open questions early on and improve the basis for negotiations.