Mergers and Acquisitions
Mergers and acquisitions, i.e. business combinations, or acquisitions or sales of companies, are usually decisions materially impacting the route the company takes. In addition, different industries pose sophisticated requirements of successful M&A consultancy. Therefore, with such important decisions you need a partner that keeps an eye on both your legal and economic concerns. At BMT, you have come to the right place.
We advise entrepreneurs and enterprises when acquiring and selling companies, as well as when restructuring their corporate group. Besides our traditionally well-developed consultancy services orientated towards German medium-sized businesses, we are also there to advise financial investors (such as private equity funds) on the acquisition of shareholdings or entire target companies and, conversely, assist companies wishing to collaborate with an investor with such negotiations.
These consultancy services within the scope of mergers and acquisitions require knowledge in a series of specialist fields, in particular the law of German public limited companies (Aktiengesellschaften) and private companies limited by shares (GmbHs), the law of changes of corporate form and reorganisation tax law, general tax law, anti-trust law and a sound economic thinking. Optimised M&A consultancy moreover requires knowledge of the industry in which the transaction takes place.
Büsing Müffelmann & Theye means knowledge you can trust in organising the procedure in relation to such a transaction – ranging from pre-contractual agreements, such as confidentiality agreements and letters of intent, via subjecting the company to be acquired to a due diligence, right up to drafting and negotiating the actual agreements on the transaction at issue. We speak your language: Our lawyers who work in this field have years' experience in dealing with national and international transactions. Thus, it is guaranteed that both domestic transactions involving foreign clients and international transactions can be attended to comprehensively and with confidence.
The size of our law firm enables us to put together teams as required, to include forming larger, highly specialized working groups to undertake a thorough assessment of the target company at a supraregional level or where complex, extensive tasks or intricate transaction structures are involved. Büsing Müffelmann & Theye handles M & A transactions in such a way that success is certain.
Should the members of the Executive Board wish to acquire the capital majority in their company (“management buy-out”), or should an external group of senior executives plan to take over a company (“management buy-in”), besides company law and fiscal law issues usually also questions of funding come into the picture. Such models are oftentimes chosen within the scope of corporate succession. Büsing Müffelmann & Theye advises both prospects interested in acquiring a company and the selling parties in regard to the corresponding transactions, and devises takeover models for them which protect the respective parties' interests.
The establishment of a company by partners that are (almost) on an equal footing with one another, or a partner company joining another company on an equal footing (joint venture), requires detailed and balanced provisions under company law, which need to be included not only in the shareholders' agreement or Memorandum & Articles of Association, but frequently also in other agreements between shareholders. In addition, oftentimes deliveries, services, finance agreements or licences between the parent companies and the joint subsidiary need to be regulated as well. The joint venture moreover has to comply with anti-trust law, and, if necessary, be subjected to merger control prior to commencement of operations. Due to our many years of interdisciplinary experience, you can gain from our perspective. We give sound and extensive advice on how to implement solutions that preserve your interests.