Integrating all relevant perspectives from a single source into a coordinated process and pragmatic methods provide maximum security and cost efficiency when buying or selling companies.
We support companies throughout the entire M&A process. Starting with the question of whether and how a transaction makes sense, we assist in the search for suitable partners, business planning and valuation, the preparation and review of all relevant facts as well as in price negotiations and closing the deal.
A successful transaction requires that the business, legal and tax aspects be thoroughly reviewed and coordinated. Close and professional coordination of the various disciplines shortens the process, saves costs, increases the quality of all analyses and the parties' understanding of each other.
Part of our advisory concept is to make the most of our clients' existing industry knowledge. Through interactive workshops with clients and, if necessary, external experts, we gather relevant information much faster than through lengthy, costly analysis phases prepared at a desk.
The digital exchange of data applying the highest IT security standards provides maximum efficiency and security in the process.
We have the expertise to value companies in accordance with all generally accepted valuation methods. Historical actual data is included as well as forward-looking plan data and comparative values of similar transactions. This results in well-founded analyses with a high level of acceptance.
Legal and tax structure
A blanket legal structure based on a rigid pattern cannot and must not under any circumstances be applied to M&A transactions, since the type and size of the companies concerned varies too much for this. There are also different tax requirements in each case, which may make the sale of company shares ("share deal") appear more favourable than the sale of individual assets ("asset deal"). Our clients are advised by our M&A specialist lawyers and tax advisers on all relevant legal and tax issues. In so doing, we strengthen our M&A team with appropriate experts from practice areas of our firm.
Corporate transactions require a careful review of the target company from various perspectives. This ensures that market, customer, and competitive perspectives as well as liability risks or tax aspects can be adequately assessed.
We are also able to perform a comprehensive due diligence review of the target company under legal, tax and financial aspects. We also assist in drafting "pre-contractual" documents, such as letters of intent ("LOI") or non-disclosure agreements ("NDA").
Efficient coordination of the various aspects delivers particularly great advantages and establishes a strong negotiating position. We always carry out in-depth and integrated reviews in the following areas:
Commercial due diligence
Commercial due diligence is the review of the target company from a market, customer and competition standpoint that is performed prior to the purchase (sale) of the company in close connection with financial due diligence. Its objective is to quantitatively validate the company's business planning. We develop a forward-looking picture of the business model, market environment, customer and supplier structures and competition. Strengths and weaknesses become just as clear as opportunities and risks.
Financial due diligence
This involves an analysis of the company's net assets, results of operations and liquidity position as well as integrated financial planning derived from commercial due diligence. This planning forms the sound basis for determining the value of the company.
Legal due diligence
Beware of hidden legal risks! Legal due diligence looks primarily at all legal issues and focuses on whether the business activities are carried out properly, whether there are inventory or liability risks or whether the competitive situation is legally protected. Furthermore, contracts and patents are reviewed from a legal standpoint. In the course of legal due diligence significant factors that enhance or decrease the value of the target company can be identified early on in the process.
Tax due diligence
Tax due diligence identifies tax risks from previous years and the potential for optimising taxes. Attractive tax saving options may be identified by taking into account the results of the legal and commercial due diligence reviews.
In addition to these four perspectives, we are also able to conduct audits in the increasingly important areas of IT, environment, and compliance through our network of experts.