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M&A · Transactions

M&A lawyers in Hannover, Germany

We support mid-market transactions from letter of intent to closing – with particular strength where a company’s value lies in technology, trademarks and software.

M&A · Hannover, Germany

Mid-market transactions – thorough, pragmatic, on schedule

We advise buyers, sellers and investors on share deals and asset deals involving German companies. A focus of our practice is legal due diligence of technology companies: who owns the patents, is the software free of problematic open-source licences, are trademarks validly protected and employee inventions properly transferred? These questions often determine the purchase price.

For international buyers, we act as German counsel alongside their lead law firm and coordinate notaries, tax advisers and banks.

Meeting table
Services

Our M&A services

Deal structureShare or asset deal, carve-out, holding structures.
LOI and term sheetKey terms, exclusivity and confidentiality.
Legal due diligenceCorporate, contracts, employment, data protection and IP/IT – with a clear red-flag report.
IP and IT due diligencePatents, trademarks, software, open source and employee inventions.
SPA/APAPrice mechanisms, warranties, indemnities, caps, earn-outs and W&I insurance.
Merger control and closingGerman merger control filings, closing conditions and transfer of rights.
Case examples

Typical cases from our practice

What mandates in this area often look like – from the first call to the solution.

Case 1

Sale of an engineering firm

Situation: The founder of an engineering firm plans to retire; a strategic buyer demands extensive warranties.

Our approach: We prepare a vendor due diligence, clean up the IP, limit warranties and liability and agree a transitional consulting role.

Case 2

Software start-up as target

Situation: A buyer wants to acquire a software company whose code was partly written by freelancers without clear contracts.

Our approach: Our due diligence identifies the gaps; rights are assigned before closing and residual risks covered by indemnities.

Case 3

Earn-out dispute

Situation: After a sale, the buyer refuses to pay the agreed earn-out.

Our approach: We review the calculation and the buyer’s influence, enforce information rights and negotiate a settlement or sue.

Note: These examples are anonymised, typical scenarios. They do not describe specific mandates and do not promise any outcome – every case is assessed individually.

How we work

Four steps to a solution

Get in touchBy phone, email or video call. Please mention any deadlines right away.
Initial assessmentWe review your documents, clarify goals and risks and tell you openly what is realistic.
Strategy & feesYou receive a clear plan and a transparent fee structure – statutory fees or agreed rates.
ExecutionWe negotiate, draft, file or represent you before authorities and courts throughout Germany.
Team

Your contacts

Depending on the matter, we combine attorneys and – where technology is involved – patent attorneys in one team. All our lawyers advise in English.

Detailed profiles are available in German.

FAQ

Frequently asked questions

What is the difference between a share deal and an asset deal?

In a share deal the buyer acquires the shares and the company continues with all contracts and risks. In an asset deal individual assets are transferred, allowing risks to be excluded more selectively.

Is merger control required in Germany?

If certain turnover thresholds or the transaction value threshold are met, the deal must be notified to the Federal Cartel Office and may only close after clearance.

Why is IP due diligence important?

In technology companies, patents, software and trademarks often make up most of the value. Gaps in the chain of title can reduce the price or jeopardise the deal.

Contact

Your lawyer for M&A in Germany

Tell us about your matter. We usually reply within one business day – faster where deadlines apply.

horak Rechtsanwälte · Fachanwälte · Patentanwälte
Georgstrasse 48 · 30159 Hannover · Germany
Phone +49 511 35 73 56-0
Email hannover@fachanwalt-hannover.com
Mon–Thu 8:00–17:30 · Fri 8:00–17:00 (CET) · Video meetings available