Mergers & Acquisitions

Transaction advisory requires teamwork 

To use an example, when we are engaged by a client to assist with the purchase of a business, our project team is composed of attorneys, tax advisors and frequently also M&A specialists. The project team is headed by a project manager who coordinates all of the stages involved in purchasing the business and ensures the smooth flow of information between the parties involved in the transaction. The project manager is also responsible for ensuring that the project is carried out on budget, in a timely manner and at the high standard of quality expected of Rödl & Partner.

Our M&A experts work closely with one another, ensuring that the client gets a highly-coordinated multidisciplinary team that is more than capable of successfully discharging all of the tasks associated with the acquisition of the relevant company.

In the area of legal advisory, which frequently also includes project management, the scope of our services ranges from drafting a confidentiality agreement, preparing a Letter of Intent, Memorandum of Understanding and conducting comprehensive legal due diligence to designing the legal structure of the transaction, defining the optimal financing alternatives, negotiating the relevant contract and assisting our client during the signing of the contract.

In the course of an M&A transaction, Rödl & Partner’s auditors will carry out a financial due diligence investigation, perform a valuation of the target company and review its financial statements. At the same time, our tax advisors will carry out a tax due diligence, inform the client about the tax implications of the transaction and recommend a suitable form for subsequently integrating the target company into the client’s business. All steps that need to be performed in the course of an M&A transaction will be coordinated with the client by our project manager.

For your information, some of the above-described services are described in greater detail below.

The aim of legal due diligence is to assess the legal risks and opportunities associated with a transaction and to propose potential solutions for dealing with those risks. Our experts will assist you in eliminating them. Legal due diligence is designed to verify the corporate law structure of the target company, from the date of the company’s incorporation to its present legal form, and to identify the assets needed for continuing the target company’s business activities. In the course of legal due diligence, we also identify existing legal relations and assess the degree to which such relations are enforceable and maintainable. Our team also assesses employee-related contracts, protected rights, public permits, whether the target company, its management and its employees have conducted themselves in compliance with the relevant legal regulations and company policies, and determines the present status of the litigation that the company is involved with.

We view the corporate law advisory as a facet of a multidisciplinary advisory service. Our clients know that, in the corporate law area, optimal solutions can only be achieved by simultaneously taking into account the tax, economic and accounting aspects of a given transaction. By integrating advisory on corporate law with tax advisory, business consulting and professional auditor services, we are able to offer our clients highly-individualized, comprehensive solutions. Our global footprint ensures that legal advisory provided abroad is of an equally high quality. 

The scope of our corporate law advisory services ranges from assisting in the incorporation of all forms of companies to providing support for all structural steps in the area of corporate law, designing an optimal future structure for a company and business succession planning. We also offer advisory for all forms of acquisition of ownership interests, from the financing aspects, silent partnerships and joint ventures, to acquisitions and similar other transactions.

We provide you with solutions in the area of capital structures, group reorganizations, corporate financing and can help you successfully resolve all corporate law issues associated with the operational management of your company. Our advisory in this area also encompasses advisory designated for corporate authorized officers, including the drafting of service contracts for company’s officers.