Mergers & Acquisitions (M&A)

Acquisitions and disposals are rarely “just” about contracts. They are about strategy, timing, and disciplined execution. We advise domestic and international SMEs, investors, and business owners on M&A transactions of all sizes — from the initial structuring considerations through due diligence and contract negotiations to closing and post-closing implementation. Our approach is pragmatic, solution-oriented, and transaction-focused.

Our focus is always on clear decision-making, controllable risk, and documentation that works in practice — all from a single source.

How We Support You

• Deal structure and transaction design

• Due diligence

• Transaction documentation and negotiations

• Signing to closing: project management, implementation, and governance

• Post-closing and integration

  
  

Key Areas of Advice

Deal Structure & Transaction Design

How do you structure a transaction so that it works commercially — and does not become obstructed later on?

Every transaction stands or falls with its structure. We develop a setup that manages risk, takes legal and tax implications into account, and does not unnecessarily complicate future integration or exit scenarios.

• Share deal vs asset deal: advice on liability, transferability, regulatory approvals, and tax aspects

• Acquisition and disposal structures: holding companies, seller loans, convertible loans, earn-outs, and purchase price mechanisms

• Carve-outs and demergers in line with applicable transformation law requirements

• Cross-border structures: advice for foreign buyers and sellers, and the design and implementation of international group structures

• Risk and tax optimisation throughout the transaction, in close cooperation with our trusted tax advisors

  
  

Due Diligence

How do you stay focused on relevance, risk, and implementation rather than simply managing checklists? Which warranties should the seller give?

Together with our trusted partners in tax advisory and audit, we guide you through the due diligence process with a clear goal: findings that truly move the deal forward — prioritised, action-oriented, and ready to be reflected in the SPA.

Our legal due diligence covers:

• Corporate and shareholding structures, including the cap table

• Material contracts, including customer, supplier, financing, and real estate agreements

• Employment matters and key personnel, handled securely and in compliance with data protection requirements

• IP/IT, data protection, and compliance

• Identification of dealbreakers and issues relevant for warranties, indemnities, and purchase price mechanisms

The result is a clear understanding of your risks, allowing you to take targeted action in the contract, at closing, and during integration.

Transaction Documentation & Negotiation

How do you negotiate efficiently and reach the finish line fully prepared for closing?

Particularly in the international SME environment, negotiations are often highly personal. We understand this and work with you to prepare, review, and negotiate the full transaction documentation — legally sound, pragmatic, and workable in practice.

• NDAs, LOIs, and term sheets for a structured and secure negotiation process

• SPA vs APA: advice on warranties, indemnities, disclosure, and liability regimes

• Purchase price mechanisms and earn-out arrangements, from escrow structures to restricted stock units

• Advice on ancillary agreements, including transitional services, non-compete obligations, consulting arrangements, and employment models for the transparent handover of the business

• Shareholder resolutions, amendments to articles of association, and registration matters, coordinated and prepared in line with your needs

  
  

Signing to Closing: Project Management, Implementation & Governance

How do you ensure that a deal moves smoothly from signing to closing?

This phase is often decisive for timing, predictability, and risk control. We manage the logic of implementation and coordinate all parties involved.

• Closing checklists, conditions precedent, and implementation steps

• Coordination with notaries, authorities, financing parties, and other stakeholders

• Implementation of corporate measures, including support with management changes, representation rules, and governance matters

• Support in relation to financing components, including shareholder loans and appropriate security structures

  
  

Post-Closing & Integration

How do you turn closing into a functioning new status quo?

After closing begins the often underestimated phase: integration, structural alignment, and operational implementation.

• Post-merger integration with coordinated legal and tax interfaces

• Reorganisations, streamlining of structures, and governance harmonisation

• Preparation for the next step: growth, refinancing, or exit

  
  

For Buyers and Sellers — Domestic and International

We advise on both the buy-side and the sell-side:

Sell-side

• Transaction preparation

• Vendor due diligence

• Data room readiness

• Risk analysis

• Liability and disclosure management

Buy-side

• Structuring

• Due diligence review

• Negotiation

• Risk minimisation

• Implementation through to closing and integration

Where international parties are involved, we ensure clear processes, clean documentation, and smooth coordination.

Our Full-Service Approach

M&A requires careful coordination across multiple legal disciplines: corporate law, tax, employment law, data protection, compliance, and, in cross-border structures, international matters. We take these interfaces into account and, where necessary, coordinate with trusted partner advisors to keep the transaction efficient and on track.

You benefit from:

• clear communication and accessible advice

• pragmatic implementation instead of theoretical complexity

• structured project management with timelines, responsibilities, and milestones

• advice focused on growth, risk minimisation, and governance

Contact

Daniel Fellmann - Senior Associate
+49 89 23 23 73 6-22
daniel.fellmann@oikon.law