Private Equity & Venture Capital

Private equity and venture capital transactions are rarely standardised — they are fast-moving, complex, and decision-driven. Success depends on aligning legal and tax structuring with commercial reality.

We advise investors, funds, family offices, strategic investors, founders, management teams, and portfolio companies as an integrated legal and tax partner — from the initial structuring concept through to exit.

How can investments be structured efficiently and with a clear path to exit? How can risks, negotiations, and implementation be managed so that deals not only close, but also work in practice throughout the life of the investment?

How We Support You

• Structuring of private equity and venture capital investments

• Due diligence

• Transaction documentation and negotiations

• Venture capital financing rounds

• Private equity transactions and portfolio work

• Closing, implementation, and ongoing participation management

  
  

Key Areas of Advice

Structuring of Private Equity & Venture Capital Investments

How do you create a structure that protects returns, governance, and exit readiness in equal measure?

A well-designed structure is the foundation of every successful transaction. We develop legal and tax setups that take investor requirements, management interests, and future exits into account from the outset.

• Holding and acquisition structures (share deal / asset deal, SPV, co-investment, syndication)

• Financing structures (equity, debt, mezzanine, shareholder loans)

• Management participation and incentive structures (VSOP/ESOP, sweet equity, leaver provisions)

• Tax structuring (inbound/outbound, withholding tax, acquisition and exit planning)

• Cross-border structures involving international investors and German targets

Our goal is to create efficient, legally robust, and investor-ready structures that also stand up at exit.

Due Diligence

How do you identify risks without slowing down the deal unnecessarily?

We conduct and coordinate legal due diligence — and, where required, tax reviews — with a focus on relevance and deal impact rather than mere completeness.

• Corporate structures and shareholding arrangements

• Material contracts (customers, suppliers, IP/IT, financing)

• Employment matters and key personnel

• Compliance and regulatory risks

• Identification of dealbreakers and purchase-price-relevant findings

The result is a clear risk matrix, concrete recommendations for action, and clean implementation in the transaction documentation.

Transaction Documentation & Negotiation

How do you ensure that contracts are not only legally correct, but also workable in day-to-day investment practice?

We draft, review, and negotiate all transaction documents efficiently, pragmatically, and in a deal-ready manner.

• Term sheets and LOIs with clear commercial parameters

• Investment agreements and SPAs, including warranties, indemnities, and disclosure

• Shareholders’ agreements

• Liquidation preferences, anti-dilution provisions, vesting, drag-along and tag-along rights, and exit provisions

• Cap table structures, conversion instruments, and participation pools

Our focus is on enforceability, clarity, and practical usability throughout the life of the investment.

Venture Capital Financing Rounds

How do you balance speed, market standards, and individual interests?

VC transactions depend on pace and clarity. We support financing rounds in line with market practice while tailoring the documentation to the specific needs of the parties involved.

• Pre-seed, seed, Series A/B, and growth rounds

• Balancing founder and investor interests

• Establishing investor-ready governance structures (board, advisory board, reporting)

• Preparing for follow-on financing and exit (documentation, data room, legal hygiene)

  
  

Private Equity Transactions & Portfolio Work

How do you implement complex PE structures efficiently?

In private equity, the focus is often on structuring depth, financing, and implementation. We advise, among other matters, on:

• Mid-cap buyouts, secondary buyouts, minority and majority investments

• Add-on acquisitions and buy-and-build structures

• Reorganisations, carve-outs, and post-merger integration

• Exit processes (trade sale, secondary sale, management buyout)

  
  

Closing, Implementation & Ongoing Participation Management

How do you ensure that the deal works after signing?

Implementation begins after signing — and this is where experience matters most.

• Closing checklists, conditions precedent, implementation, and registration matters

• Shareholder resolutions, amendments to articles of association, and appointment of corporate bodies

• Ongoing governance advice and participation management

• Preparation for restructurings, financing rounds, and exit readiness

  
  

  
  

Our Full-Service Approach

Private equity and venture capital require careful coordination across multiple legal areas: corporate law, tax, employment law, data protection, compliance, and, in cross-border structures, international matters. We take these interfaces into account and coordinate with trusted partner advisors where needed to keep the transaction focused and efficient.

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

Dr. Jur. Anna Tönies-Bambalska
+49 89 23 23 73 6-27
anna.bambalska@oikon.law