Partner
Attorney at Law (Germany)
M&A Vocabulary
In this series, M&A experts from our global RÖDL offices regularly introduce a central term from the world of transactions – clearly explained and with practical advice from our consulting experience.
The aim is not scientific depth or legal intricacies, but rather to make important terms tangible, refresh your knowledge, and provide helpful impulses for practical application.
Christian Speckert
Partner
Attorney at Law (Germany), Specialist lawyer for commercial and corporate law
Patrick Satzinger
Partner
Attorney at Law (Germany), Specialist lawyer for commercial and corporate law
Thomas Löhrer LL.M. (Singapore)
Associate Partner
Attorney at Law (Germany)
Understand Experts:
- Auction Sale
- Audit vs Review vs Agreed-upon Procedure vs Compilation
- Arbitration or Arbitration Clauses in M&A Transactions
- Bank Guarantee
- Break-Up-Fee
- Bring Down Certificate
- Business Judgement Rule
- Carve-out
- Cash Conversion Cycle
- Cash Free and Debt Free
- Cash-Pooling
- Change of Control
- CFC rules
- closing accounts, Locked Box Mechanism and Leakage
- Closing Conditions
- Conditions Precedent
- Country Risk, exemplified by Brazil
- Covenants
- Deadlock
- Debt Push Down
- Deed in Common Law
- Disclosures
- Discount for Lack of Control, Control Premium
- Due Diligence
- Earn-out
- Escrow Agreements
- Fair Disclosure
- Financial factbook vs. Vendor due diligence
- GAAP
- Goodwill
- HOHW Clause
- Holder Control
- Hold Harmless Clause
- Indemnity vs. Warranty in Common Law
- Information Memorandum
- Information Request List
- Knowledge Scrape vs. Materiality Scrape
- Legal Opinion
- letter of intent (LOI)
- Liability for pre-contractual statements
- Limitation of liability (De-minimis, Basket, Cap)
- Long Stop Date
- MAC Clause
- MBO, MBI, LBO
- Memorandum of Understanding in M&A
- Non-Binding Offer
- Non-Disclosure Agreement
- Normalized Earnings
- Permitted Leakage
- Phantom Shares
- Post-Merger Integration
- Profit and Loss Agreement
- Purchase Price Allocation
- Quality of Numbers and Quality of Earnings
- Choice of Law Clauses
- Reps & Warranties
- Retention Amount
- Seller’s Knowledge
- Sensitivity analysis
- Signing & Closing
- Third Party Claims
- Transition Service Agreement
- Treaty-Shopping
- Venture Capital
- Contractual Non-Compete and Non-Solicitation Clauses in M&A Transactions
- Virtual Data Room
- Working Capital Adjustment