Acquisition of enterprises and assets

If it is impossible or too risky under certain circumstances to acquire a company through the purchase of shares (share deal), one should consider the acquisition of the whole business, including its assets and contracts or assets only (asset deal). It is the only option for those considering the acquisition of a one-man business or when the purchase of a company carry a risk of potential assumption of both identified and unidentified debts, burdens and other legal or tax problems.

Over the last several years, members of our team have advised on a number of occasions at the stage of legal analysis (preparing legal due diligence or legal concept) and on the subsequent processes of acquisition or takeover of businesses or parts of assets (including real estate). We have assisted with dozens of such processes involving SMEs and large capital groups, including a world top three logistics company or energy groups, but also a dynamic family business dealing with job placement.

We provide legal advice with regard to:

legal due diligence of businesses and any part of their assets (including the status of assets and liabilities, contracts and their proper tax classification, as a so-called organised part of business)
analysis of legal and tax consequences and presentation of a recommended option for acquiring business or assets (e.g. sale, in-kind contribution)
drafting legal documentation, and if necessary, the negotiations of legal terms and conditions of the business or asset acquisition
limitation of or protection against liability for debts and tax obligations related to the acquired business or assets
determination and securing of the sale price or any other compensation for the business acquisition, with consideration given, for example, to the issues of joint liability for obligations related to the acquired business
solving of so-called difficult cases involving, for example, the need to correct legal errors made upon the acquisition of business/assets or its contribution to the company in the form of an in-kind contribution