Company acquisition
Buyers need more than legal craftsmanship. We approach acquisitions from the acquirer’s perspective —
commercially, risk-focused, and with an eye on post-merger reality.
Classification
Buying means understanding and managing risks.
Whether a strategic add-on acquisition, a private equity platform investment, or a carve-out from a group: buy-side transactions require a clear understanding of what is being acquired — and what is not.
We support you from structuring the offer through due diligence and SPA negotiations to signing, closing, and post-merger integration. The focus is on managing liability, warranties, purchase price mechanics, and safeguarding your investment thesis.
Service Spectrum
What we handle for you.
01
LOI & Term Sheet
Structuring the preliminary agreement, exclusivity, standstill, NDA, and negotiation strategy.
02
Legal Due Diligence
Structured review of corporate, contractual, employment, IP, and compliance matters with a clear risk assessment.
03
Transaction structure
Share deal, asset deal, carve-out, hybrid structures — optimized for tax and liability.
04
SPA negotiations
Purchase price, earn-out, warranties, indemnities, MAC clauses, covenants — negotiated from the buyer’s perspective.
05
Financing & security
Acquisition financing, senior and mezzanine tranches, W&I insurance, and security packages.
06
Closing & integration
Conditions precedent, regulatory procedures, post-closing adjustments, and legal support for integration.
Who we work for
Clients seeking clarity.
- Strategic acquirers
- Private equity & family offices
- Group subsidiaries and holding companies
- International buyer groups
- Managing directors (MBO / MBI)
- Club-deal consortia
- Platform companies with an add-on strategy
- Investors in distressed M&A
Our Approach
How we work.
Investment-focused
We understand your investment thesis and consistently align negotiations, due diligence, and contract drafting with it.
Precise
We consistently distinguish between deal risks and minor issues. This keeps the focus on the matters that determine the success of the transaction — instead of working through checklists.
Efficient
Clear timelines and short decision-making paths ensure swift execution.
Integrated
Tax, financing, and industry advisers work seamlessly with our team — in Germany and in cross-border transactions.
Process
From the first conversation to the
conclusion.
I
Strategy
Investment thesis, target profile, structuring considerations, initial contact.
II
LOI / Term Sheet
Preliminary agreement, exclusivity, NDA, roadmap for due diligence.
III
Due Diligence
Legal, tax, finance, regulatory — coordinated and prioritized.
IV
SPA & negotiations
Transaction documents, warranties, indemnities, purchase price mechanics, W&I.
V
Signing & closing
Conditions precedent, regulatory procedures, post-closing management.
Insights
Clarity in a few minutes.
Acquisitions from the acquirer’s perspective: commercial, risk-focused, with an eye on post-merger reality.
FAQ
Frequently asked questions about company acquisitions.
Do you have a specific question? We respond within 24 hours.
What is the difference between buy-side and sell-side advisory?
On the buy side, risk identification, warranties, and purchase price mechanics are central. We negotiate from the position of the party assuming the risk.
How long does a typical due diligence take?
In the mid-market, four to eight weeks — depending on the data room, target size, and bidding process. A red-flag DD can be completed in two weeks.
What is W&I insurance and when is it worthwhile?
Warranty & Indemnity insurance backs buyer warranties with an insurer. It is useful in auctions, when financial investors are the seller, and for large purchase prices.
How is the purchase price secured?
Through escrows, bank guarantees, holdbacks, set-off clauses, or W&I — the right mix depends on the seller, target size, and risk profile.
What does locked box vs. closing accounts mean?
Locked box fixes the purchase price based on historical figures; closing accounts determine it after closing. We choose the mechanism that fits your investment thesis.
Which regulatory procedures are typical?
Merger control, foreign trade law (in particular Section 55 AWV), sector-specific approvals — we coordinate procedures in DACH and the EU.
How does a company sale work?
In four phases: preparation, approaching buyers, negotiation & due diligence, and contract execution (signing/closing). We support you through every legal step.
What exactly does due diligence mean?
The buyer reviews all legal, tax, and financial aspects. We structure the data room, protect confidential information, and manage the process efficiently.
Which documents do I need to get started?
Above all, current corporate, employment, lease, customer and supplier agreements, annual financial statements and IP documents. We help structure and align these documents.
How long does a sales process take?
Typically between three and nine months—depending on preparation, buyer interest and the pace of negotiations.
How does communication with the buyer work?
Usually via M&A advisers or directly through us as your legal representatives. We ensure clear, confidential and solution-oriented communication—even in sensitive phases.
What are the most important points in the purchase agreement?
Purchase price, warranties, liability, non-compete clauses and payment terms. We ensure that your interests are protected legally and commercially.
How can I protect myself against later liability risks?
Through precise warranties, liability caps and—where suitable—the use of W&I insurance, which can cover certain risks and relieve both buyer and seller.
What happens if the buyer wants to renegotiate?
We review the arguments, protect your position and find solutions without jeopardising completion.
How are legal services billed?
Transparency is important to us. We discuss costs in advance and offer different models depending on the project—for example hourly billing, a budget framework, or fixed fees for clearly defined individual steps.
What happens after the sale?
Sellers often continue to support their company for a transitional period—for example in an advisory capacity or in management. We help clearly structure this phase contractually, structure reinvestments or earn-out arrangements, and adjust your private asset structure in a legally sound manner.
Ready for the next
acquisition?
From the initial target profile to integration — we manage your acquisition process as a reliable partner.