M&A

Strategic share and asset deals. Private equity transactions. Venture capital transactions. Contribution and conversion transactions. Debt to equity swaps. Corporate successions. Capital market measures.

Transaction structuring. Tactical issues. Bidding process. Data room support. Confidentiality agreements. Letter of intent. Exclusivity agreements. Due diligence. ESG compliance. Company purchase agreements. Participation agreements. Earn-out regulations. Call and put options. Employee participation models. Negotiation of accompanying documentation. Merger control. Ensuring corporate governance. Fiduciary solutions.

Capital measures. Acquisition financing. Leveraged buyout financing. Mezzanine financing. Regulation of the collateral situation.

Organisation of supervisory board elections. Board of directors and managing director contracts. Remuneration organisation. Advising members of supervisory bodies. Support for operational management. Co-determination issues. Representation of clients in supervisory bodies.

Confidentiality agreements. Letter of Intent. Exclusivity agreements. Outsourcing agreements. Contracts for work and services. Call and put options. Rental and licence agreements. Interface documentation. Accompanying contracts.

Expertise of advisory board functions. Legal performance controlling.

Labour law due diligence. Organisation and prevention of business transfers. Optimisation of personnel costs. Conducting discussions with employee representatives. Reconciliation of interests and social plan negotiations. Transfer agreements. Support in discussions with employees. Support at works meetings.

Price adjustment. Securing contractual rights. Arbitration proceedings. Representation before the civil courts.

Notarisation of: transactions, capital measures, provision of securities, transformation processes, company agreements, changes in the group of shareholders, foundation processes, general meetings.

Transactional antitrust and merger control advice. Cross-border issues. Merger control notification procedures with national antitrust authorities and the European Commission. Market definition and delineation. Negotiations with antitrust authorities. Structuring of joint ventures and horizontal and vertical cooperation (joint ventures of labour, bidders or suppliers, joint R&D, purchasing and production cooperation). Distribution models.

Assistance in merger control procedures before the national authorities and the European Commission. Competition clearance in M&A transactions. Securing relevant approvals from competition and national security regulators. Analysis of and advice on antitrust risks in the early stage of a transaction. Assistance and structuring in commitments procedures.