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Termination of a profit and loss transfer agreement in context of a transaction from a legal and tax perspective
Shareholder dispute in two-tier GmbH – BGH confirms subsidiarity of the actio pro socio
Horizon Board: A New Body in the Stock Corporation?
Downlisting: Possibility of switching to the OTC market to save costs
Is a managing director liable for antitrust fines? That question is now with the ECJ
M&A Vocabulary – Experts explain: Carve-out
Codification of Corporate Acquisitions – Proposals and Developments
Management participation programs − current case law and legislation
Revision of IDW S1 – More Clarity in M&A Processes
Pre-Close Calls: In the focus of supervisory authorities – a market practice with risks
M&A Vocabulary – Experts explain: Bank Guarantee
The EU Regulation on packaging and packaging waste – what is coming, what will remain, and for whom? – Part 2
Tax clauses in the SPA - do's & don'ts
Equipment as a Service: An emerging business model
M&A Vocabulary – Experts explain: CFC rules
News on the requirements for a cross-border change of legal form, taking into account the decision of the Higher Regional Court of Karlsruhe of 24 April 2024
Innovative Purchase Price Mechanisms: Responses to Economic Uncertainties in the M&A Sector
ZuFinG II – Strengthening the competitiveness and attractiveness of Germany as a financial centre
M&A Vocabulary – Experts explain: Transition Service Agreement
Involvement of the works council in corporate transactions
Frequently overlooked tax lock-up periods for reorganizations
Continuation Funds and their Role in the Private Equity Market
M&A Vocabulary – Experts explain: Permitted leakage
Works Agreements as potential Stumbling Blocks in an M&A Deal
Business plan plausibility and company valuation – necessary elements for an appropriate valuation in accordance with IDW S1
EU Listing Act – Increasing the attractiveness of the capital market (Part 2: Effects on the disclosure requirements for insider information)
M&A Vocabulary – Experts explain: GAAP
The importance of ESG in M&A transactions
Pitfalls with debt-financed transactions
Tax traps due to the violation of lock-up periods in the course of reorganizations
M&A Vocabulary – Experts explain: Sensitivity analysis
The EU Regulation on Packaging and Packaging Waste – what is coming, what will remain, and for whom? – Part 1
EU Listing Act - Increasing the attractiveness of the capital market (Part 1: General presentation and changes in prospectus law)
Venture capital valuation methods vs. IDW S1 – What is appropriate in the current environment?
M&A Vocabulary – Experts explain: Non-Binding Offer
Communication strategies in M&As
Employee participation schemes - new tax regulations from 2024 onwards
Distressed M&A: Contestation risks for shareholders and acquirers
M&A Vocabulary – Experts explain: Financial Factbooks vs. Vendor Due Diligence
Compliance DD as a contribution to the ESG audit
Carve-out of real estate at partnerships – applicability of Sec. 6b GITA
Accounting for business combinations in IFRS: rule changes ahead!
M&A Vocabulary – Experts explain: Liability for pre-contractual statements
Pre-closing covenants: balancing buyer protection with antitrust risk
Financial integration of a tax-consolidated group member in the case of corporate transformations carried out during the year
Deferred Revenues & Haircut: How deferred revenue can vanish into thin air after M&A transactions
M&A Vocabulary – Experts explain: Post-Merger Integration
Unwritten general meeting responsibilities of German stock corporations in the M&A context
Utilization of loss carryforwards and tax assets in international transactions – opportunities and risks using Austria as an example
Efficiency Enhancement through AI: Opportunities and Limitations in the Small-Cap Sector for FDD
M&A Vocabulary – Experts explain: Normalized Earnings
Letter of Intent in M&A Transactions
Article 6a of the German Real Estate Transfer Tax Act (GrEStG): The new gold standard for real estate transfer tax (RETT) structures
The significance of a compliance culture in M&A
M&A Vocabulary – Experts explain: Hold Harmless Clause
"Pre-pack" – New proceedings for the distressed M&A market?
Multiple assignment of real estate for RETT purposes in share deals
ESG and company valuations – hype or “new” standard
Intellectual Property: Pitfalls in M&A deals
Sanction issues in M&A practice - update on DD requirements and transaction design
Specific tax features in the sale and acquisition of partnerships
M&A Vocabulary – Experts explain: Profit and Loss Agreement
Applicability of the general terms and conditions law to M&A contracts
Equity rollovers in company sales transactions
Valuation of earn-outs
M&A Vocabulary – Experts explain: Holder Control
The obligation of the seller to provide information reaches beyond the provision of documents in an electronic data room
Due diligence in line with the CSRD: Certification of corporate sustainability?
Transparency register and real estate investments in Germany – obligations applicable to foreign companies
M&A Vocabulary – Experts explain: Fair Disclosure
Liability of the member of the management board of a limited liability company acting as a limited partner towards limited partnership
Earn-out agreed – implications for accounting?
Comparison of legal forms
M&A Vocabulary – Experts explain: Virtual Data Room
The Supply Chain Due Diligence Act in the Context of M&A Transactions and Structural Measures under Company Law
Private Equity: Income tax-related aspects involved in the taxation of carried interest structures
Buy-and-build strategy: M&A-driven growth and value enhancement
Appointment of members of the management board of a German stock corporation as managing directors of subsidiaries
Real estate transfer tax – optimisation and risks of acquiring a property developing company
Danish investment protection rules – an important aspect of transactions in Denmark
M&A Vocabulary – Experts Explain: Phantom Shares
About registerability of profit and loss transfer agreements within a german group of limited liability companies
Change in France: shareholders’ agreements for the duration of the company
Accounting and valuation of options to acquire company shares
M&A Vocabulary – Understanding Experts: „Auction Sale“
The interplay between W&I insurance and the M&A process
IRA and the EU's Green Deal Industrial Plan - an opportunity also for German companies
Initial and post-acquisition recognition of joint ventures in the con-text of M&A transactions
Investment Review under German Foreign Direct Investment Regulation: What Sellers should Know
Implications of modernisation of external tax audits regarding M&A transactions
Insolvency structuring options in the M&A context
M&A Vocabulary – Experts explain: Information Request List
Impact of ESG factors on business valuation
CSR and ESG as value-driving criteria in M&A
M&A Vocabulary – Experts explain: MBO, MBI, LBO
European Company (SE): Answers to questions frequently asked in actual practice (FAQs)
Post-contractual liability of sellers under company purchase agreements in the event of a contractually agreed disclaimer of liability
Valuation law: Evidencing fair market value of real property
M&A Vocabulary – Experts explain: Memorandum of Understanding in M&A Transactions
Clauses that tend to be “forgotten” in purchase agreements – final provisions in the focus
Earn-out payments – the timing of taxation in Germany
M&A Vocabulary – Experts explain: Legal opinion
Antitrust law: New risks to transaction security
Extended trade tax reduction: Sale of real estate free of trade tax
Financing of M&A transactions
M&A Vocabulary – Experts explain: Bring Down Certificate
Moving (acquisition) financing to the target – interaction with the M&A process
M&A in crisis – tax challenges
Corporate Refinancing – Focus areas and importance of Transaction Services
M&A Vocabulary – Experts explain: Non-Compete and Non-Solicitation clauses in M&A Transactions
Employee participation in cross-border changes of legal form, divisions and mergers
Pillar 2 – A new “minefield” in tax due diligence and beyond
Cost of capital in international business acquisitions: Stumbling block on the way to determining an appropriate purchase price
M&A Vocabulary – Experts explain: “Financial Fact Book, Vendor Financial Due Diligence Report”
Negotiations with the Special Negotiating Body and the Story of Soup-Kaspar
Taxes as a Deal Breaker in M&A Transactions
M&A Vocabulary – Experts explain: Closing Accounts, Locked Box Mechanism and Leakage
No employment contract is no solution, either
Planning tax goals when acquiring a company
Avoiding costly mistakes: reviewing financial models in M&A transactions
Current trends in the M&A market
M&A transactions in Central and Eastern Europe
Assessing opportunities and risks in dynamic times
Non-compete clauses in transactions
Germany as a tax jurisdiction – current developments affecting the M&A market
Financial due diligence in times of considerable planning uncertainties and inflation
M&A Vocabulary – Experts explain: The HOHW clause
The service contract of a shareholder-director in a share deal
M&A transactions: Use of financing expenses in the form of a debt push-down
Mergers & Acquisitions – special features of transactions in the small cap segment
M&A Vocabulary – Experts explain: Arbitration clauses in M&A transactions
Implications of the current EU sanctions for the transaction business
Real Estate Transfer Tax in Restructuring Transactions and Company Acquisitions (Part 2)
The M&A market hit a record in 2021 and is likely to remain on this level
M&A Vocabulary - Experts explain: Country risk based on the example of Brazil
Real estate purchase agreement – legal aspects one should focus on when drafting a real estate purchase agreement
The property tax reform – why property tax is gaining in importance
From jewel to trouble – real estate properties in inner city areas
M&A Vocabulary – Experts explain: Information Memorandum
Company sellers are subject to increased obligations to provide information
Real Estate Transfer Tax in Restructuring and Company Acquisitions (Part I)
M&A Vocabulary - Experts explain: Escrow Agreements
M&A for Family Offices
M&A Vocabulary – Experts explain: Seller’s Knowledge
The new tax option model for partnerships
Arbitration proceedings versus ordinary tribunals in transactions
M&A Vocabulary – Experts explain: Goodwill
Underestimated labour law indicators in planning the transaction structure
M&A and Transfer Prices: Post-Merger Integration
Acquisition of shares in start-ups – special aspects to consider in the valuation of shares
M&A Vocabulary – Experts explain: Non-Disclosure Agreement
Modernisation of Partnership Law – amendments introduced by the MoPeG
Pitfalls in the acquisition or sale of the head entity of the tax group along with its subsidiary(-ies) participating in the tax group
Distressed Due Diligences: Seizing opportunities
M&A Vocabulary - Experts explain: Long Stop Date
Unwanted but sometimes unavoidable: Post M&A disputes
Detecting VAT risks during tax due diligence
Post deal accounting: impairment test according to IFRS & HGB
M&A Vocabulary - Experts explain: Closing conditions
Reforming taxation of employee equity participations
The long shadow of Wirecard – The introduction of FISG
M&A Vocabulary – Understanding Experts: Deadlock
Read as a PDF File
M&A and Joint Venture
The U.S. Fiscal Climate in Transition (Again)
M&A Vocabulary – Understanding Experts: Audit vs. review vs. agreed-upon procedure vs. compilation
Transferring employment relationships as part of share & asset deals
Optimising equity rollovers in transactions from tax aspects
Technology assessment – essential for industry 4.0
M&A Vocabulary – Understanding Experts: Retention Amount
IPO – Going public on the stock exchange
IPO Readiness – More than just IFRS compliance
Selected tax aspects of IPO
M&A Vocabulary – Understanding Experts: Discount for lack of control, control premium
Purchase price determination in company acquisitions
Stipulations of case law regarding the so-called “tax clauses”
Transactions in difficult times of corona virus
M&A Vocabulary – Understanding Experts: “Thin Capitalization” in Germany and Russia
Statutory cap on directors’ pay
StaRUG – Closing the gap
Share Deal: Tax structuring opportunities
M&A Vocabulary – Understanding Experts: Purchase Price Allocation
Compliance in M&A transactions
Application of the restructuring clause, Article 8c (1a) of the German Corporate Income Tax Act
Sustainability criteria in M&A transactions
Spain: Acquiring "production units" in times of crisis
M&A Vocabulary – Understanding Experts: Choice of law clauses
Foreword of the Editorial Team
Tax due diligence in times of the coronavirus epidemic
Distressed acquisitions – opportunities and risks
Distorted multiples in times of crisis
M&A Vocabulary – Understanding Experts: Change of Control
Takeover of listed companies
Cross-border sale of real estate companies
The earn-out arrangement – an aid for uncertain times
M&A Vocabulary – Understanding Experts: Pro forma financial information
New subject areas in Tax DD under ATAD: Foreign Tax Act
Blockchain-based business models and M&A – an outlook
Damages for breach of warranty in M&A transactions
M&A Vocabulary – Understanding Experts: Third Party Claims
Insuring transaction risks – a potential deal stabiliser
Using jouissance rights for a tax-efficient financing structure
Last but not least – accompanying post-closing
M&A Vocabulary – Explained by the experts: Covenants
Bond restructuring during the crisis
Violation of holding periods.Things to do when acquiring a company
USA: Share deal vs. Asset deal. Transaction Structuring
M&A Vocabulary – Explained by the experts: Cash Conversion Cycle
Accounting in M&A deals – often neglected
Italy: Photovoltaic portfolios. Assignment of corona superbonus
Obligation to report cross-border tax arrangements
M&A Vocabulary – Explained by the experts: Debt Pushdown
Updates to merger regulation involving medium-sized privately owned businesses
Income tax and social security as a deal breaker
Compensation for breach of disclosure obligations
M&A Vocabulary – Explained by the experts: “Deed” under Common Law
Vendor’s duty of disclosure owing to the coronavirus crisis
Post merger integration – tax actions required
Post merger integration during the crisis
M&A Vocabulary – Explained by the experts: Limitation of liability (de minimis, basket, cap)
Freelance and false self-employed persons
Receivables defaults from a shareholder loan
Insolvency risks in company valuations
M&A Vocabulary – Explained by the experts: Quality of Numbers and Quality of Earnings
Purchase price adjustments via the working capital
Rights of withdrawal – and what you can achieve with them
Real estate transactions – Perennial tax issues
M&A Vocabulary – Explained by the experts: Signing and Closing
Watch your step! Transparency register
Establishing the purchase price for a company transaction
Tax Due Diligence – typical cross-border tax risks
M&A Vocabulary – Explained by the experts: Conditions Precedent
Jurisdiction or arbitration clause: last but not least
Tax traps relating to pension commitments of the shareholder managing director of a business
Acquiring an insolvent company
M&A Vocabulary – Explained by the experts: MAC Clause
Mario Schulz, MA (Durham)
Partner
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Christian Speckert
Patrick Satzinger
Thomas Löhrer, LL.M. (Singapore)
Associate Partner
