Find Lawyers in Mannheim, Germany for Mergers and Acquisitions Law
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Mergers and Acquisitions Law - Mannheim, GermanyAbout this Practice Area
Corporate law is the main focus of Verena Eisenlohr’s consultancy work. In addition to representing her clients in court, Ms Eisenlohr assists in founding and restructuring of companies, private equity and venture capital financing as well as M&A transactions. Her business focus is in the health care and biotechnology sectors. In addition, Ms Eisenlohr advises medium-sized companies on commercial law and compliance issues. She also works as managing director of the Beteiligungsfonds...
Dr. Claudia Pleßke advises national and international companies on corporate and transactional law. In this connection, she advises companies mainly from the automotive, aerospace, pharmaceutical and food industries, on national and cross-border M&A transactions and in recent years increasingly on Chinese outbound transactions. Another focal point of her work is advice on formulating contracts for companies in all fields of commercial law. Claudia Pleßke is in charge of the Ch...
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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