M&A and company acquisitions – lawyer in Frankfurt am Main
I advise buyers and sellers on the acquisition and disposal of companies and shareholdings – from structuring and legal due diligence to signing and closing.
Initial consultation (up to 30 minutes, via Microsoft Teams): EUR 226.10 incl. 19 % VAT (EUR 190.00 plus VAT). Information on data processing can be found in the privacy policy.
For most of those involved, buying or selling a company is anything but routine. For the seller, it is often about a life's work or an exit after years of building a business; for the buyer, it is about an investment whose risks should be known and contractually allocated before signing. My role as an M&A lawyer is to give the process a sound legal structure, to identify risks at an early stage and to negotiate an agreement that fits your commercial objectives.
I advise small and medium-sized companies, founders, investors and family offices. My focus is on transactions where personal, direct support from the responsible lawyer matters.
Buy-side and sell-side advice
On the buy side, I support you in reviewing the target company, choosing the transaction structure (share deal or asset deal), negotiating purchase price mechanisms, warranties and indemnities, and securing protection against identified risks.
On the sell side, I prepare the company legally for the sale, structure the data room, accompany the bidding process and make sure that post-closing liability remains manageable – for example through appropriate liability caps, limitation periods and clear disclosure.
Legal due diligence and red flag reports
Legal due diligence is the basis for the purchase price, the contract terms and your negotiating position. It typically covers the corporate foundations, material contracts, financing and security, employment, real estate, intellectual property, data protection and pending litigation.
Depending on the size and timetable of the transaction, I prepare either a full due diligence report or a concise red flag report that focuses on material risks and how they should be addressed in the purchase agreement. A red flag report is particularly useful when decisions have to be taken quickly. I gained experience with legal due diligence reports during my time as a senior associate at Taylor Wessing, among other roles.
Share purchase agreement (SPA)
The share purchase agreement (SPA) or asset purchase agreement (APA) records the results of the review and the negotiations in binding form. I draft and negotiate purchase agreements in German and English, covering points such as:
- Purchase price and price mechanisms (locked box, closing accounts, earn-out)
- Warranties, indemnities and limitations of liability
- Closing conditions and conduct-of-business covenants until closing
- Non-compete clauses, transitional arrangements and reinvestments
- Ancillary documents such as shareholders' agreements, managing director service agreements or loan agreements
Under German law, the transfer of shares in a GmbH must be notarised. I prepare the notarisation together with the notary's office and attend the appointment.
Buy-and-build
In a buy-and-build strategy, an investor or a company acquires a platform and expands it through further add-on acquisitions. This raises recurring questions: a scalable holding and financing structure, standardised due diligence and contract documentation for follow-on acquisitions, sellers' reinvestments and the integration of the acquired companies. I help to set up these processes efficiently from a legal perspective.
Business succession for SMEs
Many small and medium-sized companies face the question of how to arrange succession – within the family, through the management (management buy-out) or through an external buyer. I advise owners and successors on choosing the right route, preparing the company and implementing the transaction contractually. I coordinate tax matters with your tax adviser.
How a transaction works
- Preparation and structuring: objectives, transaction structure, timetable, non-disclosure agreement (NDA).
- Letter of intent / term sheet: key terms and, where appropriate, exclusivity.
- Due diligence: review of the target company and report on the key findings.
- Negotiating the purchase agreement: drafting, negotiating and finalising the SPA and ancillary documents.
- Signing and notarisation: execution or notarisation of the agreement.
- Closing: satisfaction of the closing conditions, payment of the purchase price and transfer.
- Post-closing: purchase price adjustments, integration measures and commercial register filings.
Frequently asked questions
When should I involve a lawyer in the sale of my company?
As early as possible – ideally before the first conversation with interested parties. This allows confidentiality, structure and the preparation of the data room to be set up properly.
What is the difference between a share deal and an asset deal?
In a share deal, the shares in the company are transferred; the company continues to exist with all its contracts and liabilities. In an asset deal, individual assets are transferred. Which structure makes sense depends on liability, tax and contractual considerations, among other things.
Do you advise in English?
Yes. I conduct negotiations and draft agreements in German and English; I also speak Czech.
How are fees charged?
Fees are agreed individually.
Let's discuss your project
Briefly describe your matter by email or phone. I will get back to you promptly and tell you openly whether and how I can assist.