Acquisitions — from structuring to closing.
Share deals, asset deals, carve-outs, joint ventures: transactions touch civil, corporate, tax and employment law in equal measure. We advise on M&A processes — on the buyer side and on the seller side — from term sheet to closing.
What we do
- Transaction structuring with regard to tax and liability implications
- Legal due diligence with a prioritised red-flag report
- Negotiation and drafting of SPA, APA, shareholders' agreements and side letters
- W&I insurance, MAC clauses, earn-out structures, escrow arrangements
- Cross-border transactions with a focus on the German-speaking market and DACH region
- Post-merger integration: mergers, conversions, amendments to articles of association and rules of procedure
The deal process — run with AI
Six phases, one principle throughout: AI tools cover the surface area, the lawyer makes the decisions. You know before instructing us what happens when — and who does what.
[01]Structuring & term sheet
Target structure, process design, NDA and term sheet — where the deal is set on track.
AI covers
- Market comparison of clauses via an AI clause library
- First-draft structure memos in hours, not days
The lawyer keeps
- The structuring decision, weighing tax and liability aspects
- Term-sheet negotiation
[02]Legal due diligence
The data room is reviewed in full — not by sampling.
AI covers
- LLM-based full-text analysis of all documents: change of control, terms, exclusivity, liability clauses
- Drafting the Q&A catalogue
The lawyer keeps
- Red-flag assessment and materiality judgement
- The prioritised DD report
[03]Contract drafting (SPA / APA)
From DD findings to a negotiable contract.
AI covers
- First drafts from the vetted clause library
- Consistency checks across definitions and cross-references
- Disclosure schedules generated from the DD findings
The lawyer keeps
- Risk allocation and the warranty catalogue
- Every clause is reviewed by the lawyer before it leaves the firm
[04]Negotiation
The phase where experience makes the difference.
AI covers
- Markup analysis of the other side in minutes — what changed and what it means
- Scenario comparisons for earn-out and price mechanisms
The lawyer keeps
- The negotiation itself — entirely
- Tactics, escalation, lines of compromise
[05]Signing & closing
Completion without surprises.
AI covers
- Closing-checklist management and completeness checks on conditions precedent
- Finalisation and version reconciliation of documents
The lawyer keeps
- Completion actions and notary coordination
- Sign-off on every closing step
[06]Post-closing
The deal is signed — the obligations begin.
AI covers
- Extraction of all deadlines and covenants from the SPA into an obligations calendar
The lawyer keeps
- Integration advice: conversions, articles, governance
Way of working
The practice is principal-led — direct access to the lead lawyer, no hand-off to junior associates. For matters with high specialist density we bring in trusted tax, finance and employment partners.
Fee model
Transactions are typically billed on an hourly basis, with a cap at a defined workstream depth. For carve-outs and standard deals we offer fixed-fee arrangements — details in the introductory call.