Transactions and M&A

The starting point is the parties' project. Is the whole company to be sold, or only a shareholding? Which assets and contractual relationships are included? Which tasks will the existing shareholders take on after the acquisition?

These questions affect the transaction structure and the scope of the legal review. If key terms, a term sheet or a letter of intent already exist, they are included in the preparation. Timing and financing also have to be coordinated early.

Legal due diligence examines the company's circumstances that are relevant for the acquisition. Which documents and areas of law are included depends on the business model and transaction structure.

The findings must be reflected in the negotiations. An identified risk may, for example, give rise to an additional closing condition, an indemnity or a provision in the warranty catalog. Which solution is appropriate depends on the risk and on the allocation negotiated between buyer and seller.

We address the legal issues. Company valuation, financial review and tax structuring are coordinated with the advisers engaged for those matters.

If a seller retains shares or an investor takes a shareholding in an existing company, future decision-making rights have to be clarified. This concerns management and an advisory board as much as information, approval requirements and further financing.

A shareholders' agreement can also regulate under which conditions shares may later be transferred and what rights the other participants have. Tag-along rights and drag-along obligations must fit the participation structure and expectations for a later sale.

PBL coordinates these agreements with the share purchase agreement and the corporate law rules. The conditions of the acquisition and the rules for subsequent cooperation are therefore negotiated together.

Signing and closing may be separated in time. Which requirements must be satisfied before closing depends on the specific project and the contracts.

Legal assistance can include required resolutions, contractual amendments and coordination of the agreed closing steps. In cross-border projects, the requirements of the affected legal systems and, where applicable, other specialist areas are included in the work.