Transaction Services | Due Diligence, advisory for business transactions
Sound decision-making foundations for company acquisitions, sales & restructurings
When a company acquisition, sale, or corporate restructuring is imminent, the related issues often go far beyond purely legal considerations.
Our M&A specialists ensure that both buyers and sellers have a solid basis for decision-making. Our interdisciplinary teams analyse the relevant economic, tax, and financial parameters, identify potential deal breakers at an early stage and highlight existing opportunities in due time.
Our expertise in buy-side due diligence provides buyers with a well-grounded assessment of the company’s situation and the appropriateness of the purchase price. As part of a vendor due diligence, we prepare transaction-relevant information in a structured manner so that sellers can identify discussion points with potential buyers early on and steer negotiations effectively. This creates a solid foundation for a successful closing of the transaction.
Our services at a glance
Financial Due Diligence
- Financial analysis
- Identification of one-off items
- Customer and supplier analysis
- Budget review and assessment
- Working capital analysis
- Net debt analysis
- Determination and assessment of purchase price adjustments
- Purchase price allocation
- Financial model reviews
Tax Due Diligence
- Tax situation analysis
- Identification of tax-related deal-breakers
- Preparation for purchase agreement negotiations
- Transfer pricing documentation
Pre- and post-acquisition structuring and implementation
- Reduction of tax risks and transaction costs
- Minimisation of taxable capital gains
- Asset separation
- Reorganisations (merger, demerger, liquidation) and transformations
- Tax group structuring
- Determination of goodwill
- Tax equalisation agreements
- Integration into existing corporate structures
- Squeeze-out of minority shareholders
SPA & APA advisory – purchase agreement advisory
- Purchase price determination
- Purchase price adjustments
- Closing accounts
- Balance sheet warranties and tax clauses
- Representations and warranties
- Optimisation of stamp duties and real estate transfer tax
Financing
- Structuring financing solutions (equity, debt, mezzanine financing)
- Financing-related ancillary costs
- Capital maintenance rules
- Support in bank negotiations
- Debt restructuring
- IPOs and private placements
