M&A lawyer in Frankfurt

Nikita Gontschar
6 days ago
5 min read

Updated: 9 hours ago

When you search for "M&A lawyer Frankfurt", it's usually about a very specific situation: buying or selling a company, structuring a stake, resolving succession – and all of this in a structured, pragmatic and legally sound manner.

This is precisely what GxG Legal's M&A practice in Frankfurt am Main specializes in: We manage national and cross-border transactions with clear deal logic, understandable communication and a focus on the result – as a boutique firm: close to partners, efficient, without unnecessary complexity.

What is M&A?

M&A stands for Mergers & Acquisitions – that is, company purchases, sales, or mergers in which ownership and control structures change. In medium-sized businesses, M&A is often the strategic path to growth, market expansion, or succession planning.

For whom is an M&A lawyer in Frankfurt particularly relevant?

An M&A project rarely affects only "the company" – but also shareholders, management, and investors. We advise, in particular, buyers and sellers, (private equity) investors, family offices, medium-sized companies, subsidiaries of large corporations, and MBO/MBI (management buyout/buy-in) transactions.

How does an M&A process work?

A good M&A process is not "paperwork," but a clear procedure with a well-defined timeline. It typically includes:

Strategy & Goal Definition (Why buy/sell? Which deal options are suitable?)
Preparation / M&A readiness (legal, financial, organizational)
Target identification/investor outreach and non-disclosure agreement (NDA) setup
Due diligence (identifying and assessing risks, deriving deal mechanics)
Contract negotiation (e.g. SPA, purchase price structure, warranties, liability)
Signing / Closing including any necessary approvals (e.g., merger control)
Post-Closing & Integration (Implementation, Governance, Contracts, Processes)

This very logic – from preparation to integration – reflects the standard process for deals involving medium-sized companies and is the basis for speed and security in the process.

What is M&A readiness – and why does it determine the deal?

M&A readiness describes how well a company is prepared legally, financially, and organizationally for a deal. This sounds like "preparatory work," but in practice it's the difference between:

smooth negotiations vs. endless loops,
stable purchase price vs. late discounts,
Fast transaction vs. endless follow-up demands.

Those who take readiness seriously significantly increase their chances of closing a deal and protect their own negotiating position.

Share deal or asset deal – what is the difference?

This is one of the most important W-questions in M&A:

In a share deal, company shares are transferred (change of ownership "of the company").
In an asset deal, selected assets and liabilities are transferred (a transaction "outside the company").

Which structure makes sense depends, among other things, on liability, taxes, contracts, permits and operational feasibility.

What is due diligence – and how can it be carried out in a legally compliant manner?

Due diligence is the structured examination of the target company (or – in the case of a sale – the structured disclosure). It typically covers legal, tax, financial, and operational issues to identify risks early on.

Legal certainty arises not only from "checking" but also from proper process management: confidentiality (NDA), clean data room, comprehensible Q&A, documentation of disclosure – because guarantees, indemnities and liability issues often depend on this later.

What typical mistakes can be avoided by involving an M&A advisor early on?

Many deal problems are not simply "bad luck," but rather recurring issues. Typical mistakes that can often be avoided or significantly reduced with early legal counsel include:

1) Starting too late (lack of readiness)

Unclear company structure, messy contracts, or a lack of corporate housekeeping issues cost time – and often purchase price.

2) Choosing the wrong deal structure

Share vs. Asset, purchase price mechanics, earn-out: Anyone who only clarifies these issues "at the end" negotiates under pressure instead of strategically.

3) Risks overlooked or incorrectly addressed during due diligence

Not every risk is a dealbreaker – but it must be clearly reflected in the contract, price and closing conditions.

4) Underestimating regulations (e.g. merger control)

Certain criteria may require registration with national or EU authorities – this affects timing, closing and conditions.

5) Liability “running along”

Guarantees, indemnities, liability caps, materiality/knowledge qualifiers: Those who do not negotiate precisely here will pay later (or live with unnecessary risk).

6) Don't consider the post-closing period.

Integration, governance, contracts, processes: If this only begins after closing, it will be more expensive and more conflict-ridden.

What are earn-out clauses – and when do they make sense?

An earn-out means that part of the purchase price depends on future performance (e.g., revenue/EBITDA) or the achievement of certain targets. This can be particularly helpful when the parties have differing expectations for the future or when forecasts are uncertain.

The key lies in the clear definition of the metrics, control rights and dispute avoidance mechanisms – otherwise the earn-out quickly becomes a conflict zone.

How long does an M&A process take?

Mid-sized business transactions often take several months, and even longer depending on the deal size, complexity, due diligence, and any regulatory approvals required. Crucially, preparation, data quality, and clear decision paths significantly accelerate the process.

How much does M&A consulting cost?

Costs depend heavily on complexity and scope of work – project-based fees or other compensation models are common, depending on the case. A transparent and realistic cost estimate at the outset is crucial – as it provides planning certainty for the client.

Why choose GxG Legal as a boutique M&A firm in Frankfurt?

Many clients deliberately avoid "one-size-fits-all" advice, opting instead for a boutique firm that works thoroughly, efficiently, and with focus – and acts as a sparring partner on equal footing. That's precisely how we see our role.

What this means in practice:

Agile setup and entrepreneurial thinking instead of unnecessary complexity
Independence without cross-selling pressure – we work hand in hand with existing consultants and supplement them as needed through an established network.
Transaction experience + pragmatism : deal logic, clear communication, focus on results

And yes: We are based in Frankfurt am Main – short distances, quick coordination, reliable accessibility.

Whereby we, as M&A lawyers, provide specific support

Typical components of our M&A consulting services include:

Mergers and acquisitions (share/asset deals), purchase price structuring, earn-outs, due diligence, SPA negotiations
Joint ventures and minority investments including exit arrangements
Restructuring/reorganization (e.g., spin-offs, changes of legal form)
Regulatory transaction issues (e.g., merger control, foreign trade approvals)
Transaction financing & covenants
Corporate Governance & Liability (including a look at potential compliance risks)
Support during closing and integration (implementation, governance, contracts)

All with the aim of being structured, pragmatic, and safe – without over-engineering.

Contact

If you are looking for an M&A lawyer in Frankfurt because a purchase/sale is pending (or you simply want to plan properly first): We would be happy to discuss your objectives, the process, and the next steps with you – pragmatically and to the point : mail@gxglegal.com