Deals/M&A
Takeovers, mergers and di-vestments: identifying and avoiding legal risks
Mergers and acquisitions (M&A) are an essential part of any global growth strategy. But how can companies and other organisations identify (and avoid) legal risks when buying, selling or acquiring parts of a company? The answers to these questions are provided by an experienced team of M&A lawyers and transaction specialists from PwC. We accompany you throughout the entire process from strategy development and Due Diligence, to contract drafting, negotiation, signing/closing and integration.
Corporate Deals
In Germany, several thousand company sales are transacted every year. The sale and purchase of a company are always associated with a high degree of organisational effort and many legal pitfalls. Our lawyers possess many years of Deal and M&A expertise, and remain at your side throughout the entire process of selling a business, ensuring optimal results with a strong commercial understanding and, if desired, in close cooperation with the PwC transaction teams from our other Services divisions. Our lawyers can also draw on an efficient global PwC legal network.
This is how PwC Legal supports you
Our lawyers advise you on:
- Preparation and implementation of Legal Vendor Due Diligence and other vendor assistance processes
- Buy-side legal Due Diligence
- Legal structuring of complex transactions
- Design of acquisition and investment structures
- Pre-transaction measures (letters of intent, term sheets, confidentiality agreements, etc.)
- Preparation, revision and negotiation of the transaction documentation
- Signing and closing processes
- Merger control proceedings, investment control proceedings
- Assessment and monitoring of other registration requirements
- Legal issues relating to transaction debt financing
Distressed Deals
When economic reasons lead to the decision to sell, or even create purchase opportunities, a high degree of experience, market knowledge and legal expertise is required when planning and implementing these transactions. PwC’s M&A specialists have this specific knowledge and many years of experience at their disposal, to provide the best possible support to companies, institutional creditors, investors, trustees and insolvency administrators in special and crisis situations – on both the seller and the buyer side. With our interdisciplinary advisory approach, we combine corporate structural advice with expertise, in particular, from the areas of labour law, restructuring and insolvency, as well as financing and tax.
This is how PwC Legal supports you
Our lawyers advise you on:
- The structuring of distressed M&A transactions, taking into account (pre-)insolvency law specifics, including with regard to certain assets or NPLs
- Transaction management
- Drafting confidentiality agreements
- Bid examinations, as well as when structuring a bidding process, in particular, in the case of a company’s own or other insolvency administration
- Drafting and negotiating letters of intent or term sheets
- Preparation and implementation of Due Diligence, including setting up a data room – taking into account data protection requirements
- Preparation, revision and negotiation of the necessary contracts (asset deal, share deal or insolvency plan)
- Support in preparing the transaction details for the creditors’ meeting or creditors’ committee
- Preparation of signing and closing of the distressed M&A transaction
- Support for post-closing measures, including restructuring
Private Equity
In an investment business characterised by increasing complexity and competition, the success of a transaction is determined not only by the right timing, but also by the right strategy and legal expertise. With our well-founded understanding of the private equity market, we provide our clients with a holistic approach – drawing on the full expertise of the PwC network where necessary. Our lawyers boast many years of expertise in advising on private equity transactions throughout the entire course of a project, and ensure optimal results with a strong commercial understanding. Our lawyers can also draw on an efficient global PwC legal network.
This is how PwC Legal supports you
Our lawyers advise you on:
- Measures to prepare for the sale (fact books, exit agreements, banking/insurance education process) and implementation of the sales processes in the context of an exit
- Preparation and implementation of Legal Vendor Due Diligence and other vendor assistance processes
- Buy-side legal Due Diligence
- Preparation, revision and negotiation of the transaction documentation
- Signing and closing processes
- Merger control proceedings, investment control proceedings
- Examine and provide guidance on other registration requirements
- Preparation and negotiation of all transaction documentation
- Management Equity Participation Plans (MEPs) and Employee Share Ownership Plans (VSOP/ESOP)
- National and international structuring, including the structuring of shareholdings between investors, management and, if applicable, former owners
- Merger control proceedings, investment control proceedings
- Post-merger integration, restructuring efforts and portfolio company restructuring plans
- Implementation of buy-and-build strategies with customised solutions for add-on transactions
- And we provide legal advice on transactional debt financing.
Real Estate Deals
The real estate market continues to boom. Private and commercial investors use it as a safe form of investment. Real estate transactions are as diverse as the economic interests behind the purchase and sale of the property itself. From transactions that represent the prelude to a project development process, all the way to the subsequent sale, our experienced legal advisers support you throughout the entire real estate transaction process. We advise on traditional asset deals, as well as on the structuring and implementation of shared deals or alternative structures – such as non-performing loans.
This is how PwC Legal supports you
Our lawyers advise you on:
- Acquisition and sale (transaction structure, financing structure, asset/share deal, legal, tax and financial Due Diligence)
- Tax optimisation in preparation for and following transactions (income tax, sales tax, real estate transfer tax)
- Project developments and portfolio holdings
- Structural avoidance of commercial property trading
- Contract design
- Clarification of liability and warranty issues
- Profitability and liquidity forecasts
- Legal issues relating to transaction debt financing.
Venture Capital
The venture capital market in Germany has developed with tremendous dynamism in recent years, and has become a driver of innovation and growth. Our lawyers have been advising venture capital funds, corporate venture capital units, family offices and, of course, start-ups and founders on all types of transactions and specific legal challenges in the market for many years. In addition to financing rounds, we accompany all forms of exit transactions, follow-on financing efforts, add-on acquisitions, convertible loans and venture debt financings. Our lawyers can draw on the expertise of PwC’s global network, and are characterised by a strong understanding of both business and technology.
This is how PwC Legal supports you
Our lawyers advise you on:
- The structuring, negotiation and implementation of financing rounds for investors, founders and start-ups
- Venture debt financing for investors, founders and start-ups
- Convertible Loans
- Exit transactions of any kind
- Add-on acquisitions and restructuring of start-ups
- Legal Due Diligence efforts
- Development of contract/documentation standards for investors
- Pre-transaction measures (letters of intent, term sheets, confidentiality agreements, etc.)
- Drafting and negotiating transaction documentation, in particular, participation/shareholder agreements, articles of association, rules of procedure (and other ancillary documentation)
- The search for suitable investors
- The design of employee stock ownership plans and management stock ownership plans (ESOPs, VSOPs)
- Merger control proceedings, investment control proceedings
- The contentious enforcement of rights under participation agreements, employee agreements and virtual participations.