Economically and especially regarding M&A, Germany is one of the leading countries in Europe. The acquisition of an external company offers an attractive opportunity for companies to expand. Such a step requires careful planning. In order to detect unforeseeable risks in advance and to determine the acquisition price, it is indispensable to comprehensively analyze the target company regarding its legal, economic and tax situation. This process is called M&A due diligence or legal due diligence. Especially the decision-makers of the acquiring company, such as the managing director, management board members and supervisory board members must, in order to exclude their personal liability, display the care of a diligent merchant in such a far-reaching business decision as the acquisition of another company. Comprehensive due diligence review also serves this purpose.
A due diligence review entails a comprehensive analysis of the acquisition target. Such an analysis includes the monitoring of the target company and essential certifications. It is divided into several sub-areas, such as financial, commercial, legal, tax due diligence, and IP due diligence. Financial due diligence reviews the financial condition of the target company. Its market position and business model are analyzed in the course of the commercial due diligence (also market due diligence). Especially in legal due diligence reviews, external attorneys are always commissioned in order to ensure the complete identification of all emerging legal risks by objective and professional review of the company's circumstances. In the course of IP Due Diligence, attorneys analyze and evaluate the intellectual property (IP) of the company to be acquired for industrial property protection.
We are the competent contact partner for your due diligence review in advance of intended M&A transactions in Germany. Our attorneys performing M&A due diligence are versed in all areas of business law. They review the target company comprehensively with regard to Corporate Law, Tax Law, Labor & Employment Law, Insurance Law, IP Law and Capital Market Law.
There is no single standard approach for legal due diligences. Whereas big transactions typically require an in-depth analysis of the target´s legal situation, medium-sized M&A deals oftentimes, not only for costs reasons, require a quick and cursorily due diligence approach which identifies the most important risks. Such a due diligence is called a red flag legal due diligence. Mostly, a red flag due diligence makes sense at the beginning of a transaction at a time when it is still uncertain whether the interested buyer will indeed buy the target or whether he decides to stop negotiating with the vendor. Such a red flag legal due diligence usually identifies the most risky issues (dealbreakers) which have a strong impact on the purchase price.
In contrast, a full scope legal due diligence goes much deeper into details. It intends to identify and to comment on all relevant tax risks. Typically, a full scope legal due diligence ends in a comprehensive full scope legal due diligence report, whereas the results of a red flag legal due diligence are written in a more concisely manner most often.
In any case, a useful legal due diligence report should not only identify risks but also propose practicable solutions on how to minimize the risks for the buyer. Such a report will also enable the buyer to conclude the deal regardless the remaining risks identified.
Consulting an attorney for advisory on a merger or commissioning will successfully facilitate your German M&A process. Your lawyer regarding matters of M&A/Legal Due Diligence reviews in Germany is Attorney Phillipp von Raven. Please contact us by e-mail (firstname.lastname@example.org) or by phone (+49 (0)69 76 75 77 80).