Find Lawyers in Cologne, Germany for Mergers and Acquisitions Law
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Mergers and Acquisitions Law - Cologne, GermanyAbout this Practice Area
Arnt Göppert is a lawyer and partner at Friedrich Graf von Westphalen & Partner. He has been working in the corporate law and M&A practice of Friedrich Graf von Westphalen & Partner's Cologne office since 2013. Arnt Göppert is a transaction specialist advising clients on corporate acquisitions and disposals, corporate actions and financing. His clients include owner-managed companies as well as international funds, listed companies and financial institutions. A particula...
Marc Klaas studied law at the University of Bonn with a focus on labor and employment law and international business law. During his legal traineeship, he practiced business law and contract law in the legal department of Porsche’s head office in Stuttgart. From 2010 to 2011, Mr. Klaas served as in-house counsel to SIAG Engineering GmbH, advising on contract law, commercial law, and corporate law. In addition to his continued focus on both national and international commercial law and c...
Christiane provides advice on all matters of corporate law related to funds, corporations and growth-oriented companies, with a particular focus on M&A and venture capital transactions.Christiane studied law in Bonn. She completed her practical legal training at the Cologne Higher Regional Court, which included a stint at a leading international law firm in Düsseldorf.
Mergers and Acquisitions Law Definition
In Germany, Mergers and Acquisitions are governed by contract law and corporate law. In addition, different types of transactions are subject to a number of regulatory requirements. Regarding listed stock corporations, the Securities Acquisition and Takeover Act implementing the EU Takeover Directive, the Stock Exchange Act, and the Offering Prospectus Act impose additional requirements. Further, transactions meeting certain thresholds require clearance by the German competition authorities. Moreover, restrictions under the Foreign Trade and Payments Act may also apply.
Many transactions in Mergers and Acquisitions must be notarised by notaries public. This is true for asset deals involving the transfer of real estate, reorganisation procedures under the Transformation Act, and the acquisition of shares in limited liability companies (Gesellschaften mit beschränkter Haftung, “GmbHs”). Notaries public are also responsible for transmitting the updated list of shareholders to the commercial register after a transaction, a necessary prerequisite for acquisition of shareholder status. Given that GmbHs are very common in Germany, notaries public play a significant role in Mergers and Acquisitions.
Lawyers are involved in the entire transaction process. First, they generally assist in drafting a confidentiality agreement and a letter of intent. What follows is a due diligence process by which lawyers analyse whether the acquisition entails any significant legal risks. In the next phase, lawyers are responsible for drafting share or asset purchase agreements, taking into account any risks identified in the due diligence exercise. They also liaise with the notaries public, take part in negotiations, supervise closing and post-closing, and are responsible for other implementation work. Beyond that, lawyers advise board members and management on legal obligations and shareholder relations in connection with the transaction.
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