More advice for transactions services and M&A

The question of whether a company should be acquired, sold or transferred to another company raises a number of issues besides the legal aspects associated with such a transaction. Our M&A specialists provide a sound decision-making basis, regardless of whether you find yourself in the position of buyer or seller. Our interdisciplinary teams of experts help you with quickly identifying possible deal-breakers and seizing any opportunities that may arise.

Our expertise in buy-side due diligence provides buyers with a sense of security with regard to the company’s situation, but also with regard to the adequacy of the purchase price. A systematic process for preparing the documents that are required for the transaction (vendor due diligence) puts you in a position where you (as the seller) are able to identify all of the items that must be discussed with potential buyers. It means that you are better able to manage the contract negotiations and lay the foundation for a successful closing.

Our services 

Financial Due Diligence

• Financial analysis
• Identification of one-off items
• Customer and supplier analysis
• Evaluation of budgets
• Working capital analysis
• New debt analysis
• Calculation of purchase price adjustments
• Purchase price allocation
• Financial model reviews

Tax Due Diligence

• Analysis of the tax situation
• Identification of tax-related deal breakers
• Preparation of purchase agreement negotiations
• Transfer pricing documentation

Pre- and post-acquisition structuring and implementation

• Reduction of tax risks and minimisation of transaction costs
• Minimisation of capital gains
• Separation of assets
• Reorganisations (mergers, splits, liquidations) and conversions
• Tax groups
• Calculation of company value
• Tax equalisation agreements
• Integration into existing structures
• Squeeze-out of minorities

SPA

• Calculation of purchase price
• Adjustment of purchase price
• Closing accounts
• Account warranties and tax clauses
• Warranties
• Optimisation of fees and real estate transfer taxes

Financing

• Financing structure (equity, debt, mezzanine financing)
• Additional financing costs
• Capital conservation regulations
• Assistance with bank negotiations
• Debt restructuring
• IPOs and private placements