With our company transaction services – from due diligence to drafting purchase agreements – we offer our clients genuine value added through close collaboration between legal and economic experts.
Financial Due Diligence
The advice we offer on financial due diligence is characterized by the high quality of the underlying business analyses. They provide a sound data basis for a subsequent business valuation, if necessary, and serve as a valuable tool in price negotiations. To satisfy the strict requirements that apply in this field, our financial due diligence teams consist exclusively of experienced experts and partners.
Tax Due Diligence
Tax due diligence plays a major part in averting risk and addressing reorganization issues. We undertake the complex assignments that arise in this context with teams assembled from a pool of experienced tax advisors and public auditors. We assess the target’s current tax position and evaluate the relevance of our findings to its subsequent structural integration in the acquirer’s organization. When performing vendor due diligence, our experts also keep sight of the interests of the prospective acquirer to achieve the greatest possible benefit for the client.
Project Management in Transaction Processes
M&A projects are generally subject to extreme time pressure and involve many parties. One of our tasks is to actively manage projects so that they meet time limits and budgetary constraints. We regularly monitor project milestones and review the budget. This enables us to identify possible interfaces to related subprojects and fosters the sharing of information between the advisory teams. As a consequence, all the relevant information is processed promptly and duplication is avoided.
Purchase Price Allocation
Allocating a purchase price to acquired assets and liabilities is made more complex by the need to consider accounting interests, some intricate issues, and standard setters’ requirements, which can be open to interpretation. When overseeing an acquisition and performing the necessary purchase price allocation for external accounting purposes, we draw on our experience of collaboration in other financial and tax due diligence projects. By regularly engaging with professional bodies and consulting the Federal Financial Supervisory Authority, the Financial Reporting Enforcement Panel, the tax authorities and case law, we maintain a clear picture of current views on a wide range of topics.
Beyond the scope of purchase price allocation according to IFRS, our expertise also encompasses similar processes for tax, corporate-law and commercial-accounting purposes. We are also regularly engaged to assist with divestments.
In view of the intimate relationship between the law and business management, we pay close attention to analyzing the accounting implications of transactions and internal restructuring programs, and advising clients accordingly. In company takeovers, divestments, leasing arrangements, financing, outsourcing and other processes, the legal structure of the transaction is instrumental in determining the accounting consequences. Even before moving beyond the planning stage, we point out to clients the possible impact on single-entity and consolidated financial statements, and on the relevant key performance indicators, arising from the structuring of complex agreements and transactions.
Preparing Purchase Agreements
Working closely with our business specialists and auditors, our legal experts transform the due diligence outcomes into contractual provisions aligned with our clients’ interests. This approach preserves the opportunities associated with a takeover while minimizing risk.