Mergers & Acquisitions (M&A) denotes the transactions that occur within corporate sectors.
In a merger, the assets of the businesses concerned are consolidated and then continue to exist as an independent organisational unit or are merged into a newly created unit. In (majority) acquisitions, on the other hand, items within the target company or the company itself are, as a rule, taken over.
The term thus covers, in particular, the sale of companies through share deals or asset deals, as well as amalgamations of companies to form new legal entities, (partial) transfers of companies or (partial) takeovers of companies using the instruments in transformation law and company law, in particular within the framework of capital measures.
In the preparation, negotiation and execution of transactions such as joint ventures, mergers, takeovers and transactions, in particular, in-depth knowledge of company law and contract drafting is essential.
As a rule, such transactions require notarial supervision, since the legal bases of the regularly applied forms of transfers, mergers and acquisitions regularly prescribe a particular form of notarisation. In particular, transfers of shares in a limited liability company (GmbH) as part of share deals, or shareholder agreements that regulate obligations to transfer shares, or amendments to the articles of association and company statutes in connection with capital measures (in particular capital increases) in limited liability companies (GmbH) or public limited companies (AG), or approval resolutions made by the shareholders of a limited liability company (GmbH) or of a public limited company (AG) on the sale of all of or a substantial part of a company’s assets, or contracts under the conversion law must be notarised.
Our lawyers at LEONHARDT RATTUNDE have the necessary business and corporate law expertise to provide legal advice in M&A. Their additional expertise in insolvency law also enables them to provide sound and field-tested M&A advice in insolvency-related areas (so-called distressed M&A). In the event of company crises, we advise on the sale and purchase from insolvency estates as well as on company reorganisation.
The notaries at LEONHARDT RATTUNDE are familiar with and experienced in company transactions and capital measures of all sizes, both in start-ups and in internationally operating concerns. They are able to provide notarial support in the preparation, conclusion and execution of all relevant transactions.
In the preparation, negotiation and execution of transactions such as joint ventures, mergers, takeovers and transactions, in-depth knowledge of company law and contract drafting is an absolute necessity.