Practice area · Corporate & M&A

Corporate & M&A

We advise companies and their shareholders on formation, restructuring and succession, and on buying and selling businesses and shareholdings.

Negotiation
Two parties at a meeting table, draft agreement
Factual, focused
Overview
Corporate law is rarely a mere formality. Behind every change to the articles and every transaction there are interests that need to be put in order.
We work with owner-managed businesses and mid-sized groups. Typical occasions are new shareholders joining, a succession plan, the reorganisation of a holding structure or the sale of a business unit.

In transactions we carry out the legal due diligence, negotiate the agreements and coordinate the closing. Questions of employment, data protection or real estate law are handled in-house, together with our colleagues from those practice areas.
Documents
Data room index and draft agreement
Close-up, paper
Services

What we advise on

01
Formation and structure
We help you choose the right legal form, draft the articles and rules of procedure, and support the entry in the commercial register.
02
Shareholder agreements
Voting rights, pre-emption rights, exit rules: we set down what applies between the parties before a conflict raises the question.
03
Acquisitions
On the buy side we review the target, assess the risks and negotiate the purchase agreement. We bring in specialists from other disciplines as needed.
04
Disposals
On the sell side we prepare the process, from the data room and vendor due diligence to the draft agreement, and negotiate through to closing.
05
Succession
We structure the handover to the next generation or to new management, in coordination with your tax advisers.
06
Board advisory
We advise managing directors and supervisory bodies on duties, liability and resolutions, on an ongoing basis or for a specific decision.
Process

How a matter runs

Phase 01
Review
2–4 weeks · agreed budget
We review the articles, resolutions, material contracts and register entries. The result is a picture of the starting position and of the points to settle before a decision is made.
Outcomes
Report on the starting position
Prioritised list of open points
Recommendation on next steps
Phase 02
Structuring
4–8 weeks · on the parties’ timetable
Based on the review, we draft the agreements and resolutions and negotiate them with the other side. You can see at any time which points are open and where there is room to move.
Outcomes
Draft agreements with commentary
Notes of each negotiation round
Agreed draft resolutions
Phase 03
Closing
Signing · register · post-closing
We prepare signing and closing, coordinate the notary appointment and the register filing, and record which obligations continue after completion. On request we also support the integration.
Outcomes
Closing checklist
Filings for the commercial register
Overview of post-closing obligations
Scope

What we take on and what we don’t

✓ We take on
Structural questions and transactions from the first idea through to closing
✗ We don’t take on
Tax advice as such; here we work alongside your tax advisers
✓ We take on
Coordination with tax, employment and data protection specialists
✗ We don’t take on
Business valuation and financing as a service of our own
✓ We take on
Ongoing advice to management and shareholders
✗ We don’t take on
Notarisation; this is done by a notary whom we involve
Illustrative matters

From practice

Industry · Illustrative
9
Weeks to closing
Sale of an owner-managed supplier to a strategic buyer, including a vendor due diligence beforehand.
Retail · Illustrative
4
Family branches in one holding
Reorganisation of a shareholding structure built up over decades under one holding, with a new shareholder agreement.
Software · Illustrative
3
Funding rounds supported
Ongoing advice to a software company on funding rounds, employee participation and shareholder resolutions.
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Next step
Tell us about
your plans.

In a first conversation we clarify what is at stake, who at the firm is responsible and how the matter can be scoped sensibly.

For whom
For companies, shareholders and management teams who need a question answered or a decision secured.
Typical trigger
A transaction is coming up, a contract is being renegotiated or a dispute is taking shape. The earlier we are involved, the more room there is to act.
HO