Once the due diligence has been completed by the potential buyer, the important M&A phase of the actual negotiations on the company purchase agreement begins. In this phase, a draft company purchase agreement under German law and, if necessary, supplementary draft agreements (e.g. consultancy agreement, lease agreement, service agreement) are drawn up. A Letter of Intent (LoI), Memorandum of Understanding or Termsheet, which may have been agreed upon in advance, as well as the results of the due diligence form the basis for this. The contract negotiations usually focus on the purchase price, if this has not yet been determined, as well as the buyer's warranty rights and provisions for the dissolution of legal relationships between the seller and the target company (e.g. repayment of shareholder loans, lease agreements for business premises, consultancy agreements). 3Q|Law is also happy to assist you especially in the area of preparation and negotiation as well as the conclusion of the purchase agreement (SPA).
While the seller of a company - not only in German M&A transactions - usually wants to provide as few warranties or guarantees as possible and therefore refers the buyer to the possibility of a company audit as part of the due diligence process, it is of considerable economic importance for the buyer of a German company to protect itself against any concrete risks uncovered as part of the due diligence process (insofar as this has not already been taken into account in the purchase price) and also to protect itself against abstract risks that have not been uncovered, if possible also in the event that these are unknown even to the seller.
Due to the complexity of the matter of company acquisition or sale as well as the associated liability risks for both buyer and seller and their respective management, professional legal and tax advice is indispensable. This should not only begin with the purchase agreement, but at the latest with the first considerations regarding the purchase or sale of the company, in order to increase the chances of the client and to minimize his (also personal) risks. 3Q|Law's many years of experience show: Your success in the sale of a company or business stands or falls with the fact that professional German M&A advice (e.g. by the qualified partners of 3Q|Law in this area) as well as the appropriate legal and tax know-how are "on board".