horak. Rechtsanwälte · Acquisitions and business succession
M&A legal advice
for mid-sized businesses.
We advise on buying and selling businesses, investments and succession arrangements in Germany. From the initial review and contract negotiations to completion and the steps that follow.
Discuss your transactionYour project
Buying a business
Does the acquisition structure fit the target? Which risks need to be resolved before completion? We support the legal review, acquisition agreement and implementation.
Selling a business
A sale requires organised documents, confidentiality and a clear approach to price and liability. Personal guarantees and your future role in the business should be addressed at an early stage.
Planning succession
A family transfer, sale to a third party or management buy-out calls for a structure tailored to your objectives. We coordinate the legal arrangements with the relevant tax and financial advisers.
Legal support throughout the transaction
Structure and corporate law
A share deal transfers ownership interests; an asset deal transfers specified assets and legal positions. We review ownership, corporate approvals, representation and applicable formalities. A transfer of GmbH shares generally requires notarisation under German law.
Due diligence and disclosure
The legal review covers the agreed areas, including corporate records, material contracts, employment, financing, IP and compliance. Findings must lead to concrete decisions on remediation, price, contractual protection or completion conditions.
Purchase price and financing
Closing accounts, locked-box mechanisms and earn-outs require clear definitions and calculation rules. Financing conditions, payment timing and the release of existing security must be coordinated with the acquisition agreement.
Warranties, indemnities and liability
Risk allocation depends on the interaction between disclosure, warranties, indemnities, liability limits and security. A contractual claim is only useful if its requirements can be met and the liable party or security provides effective recourse.
Technology, software and intellectual property
We examine rights ownership, licence scope, developer agreements and rights required to operate and develop the business. Possession of source code does not itself prove sufficient exploitation rights. Technical and legal reviews are coordinated.
Employees and business transfers
An asset acquisition may involve a transfer of employment relationships under section 613a BGB. A pure shareholder change generally leaves the employer unchanged. Employee allocation, information duties and employee representation rights require separate analysis.
Competition law and regulatory approvals
Merger control, investment screening and sector-specific approvals may affect timing and completion. Applicable standstill obligations and restrictions on competitively sensitive information must be respected before the transaction closes.
Tax and compliance
The legal structure must be coordinated with transaction tax advice. Historical tax exposures, investigations and compliance deficiencies should be reflected in the review and agreement. Contractual indemnities do not remove statutory obligations towards authorities or third parties.
Investments, private equity and joint ventures
The percentage interest alone does not determine influence or economic participation. We review voting and information rights, financing, minority protection, management participation and exit arrangements.
Carve-outs and integration
A separated business needs workable arrangements for IT, personnel, licences, procurement and other shared services. Transitional services should include responsibilities, costs, duration and a realistic exit plan.
Distressed acquisitions
Authority to dispose, security interests, liquidity and the stage of insolvency proceedings shape the acquisition. Limited warranties make a focused review and a credible day-one operating plan particularly important.
Cross-border transactions and disputes
We coordinate German legal issues with advisers responsible for other jurisdictions. After completion, purchase price disputes, warranty claims and indemnity procedures require timely notices, preserved evidence and careful management of contractual deadlines.
From the first discussion to completion
Define the project
We clarify your role, the parties, objectives, timing and required advice. Scope, responsibilities and fees are then agreed.
Review the documents
Legal due diligence examines the agreed areas. Material findings are explained and translated into contractual or practical action.
Negotiate the agreement
The acquisition perimeter, price, warranties, liability and completion conditions are aligned. Open issues and decisions remain traceable.
Coordinate completion
Approvals, consents, payment and transfers are organised. Remaining obligations, responsibilities and deadlines are recorded for the post-completion phase.
Valuation and financial, tax and technical reviews are coordinated with the advisers responsible for those disciplines.
Four practical examples
These fictional scenarios illustrate typical issues. They do not describe actual client matters or guarantee outcomes.
The key trade mark belongs to the founder
A company uses its principal product mark, but the founder owns it personally. Acquiring the company’s shares does not automatically transfer that mark. Ownership and existing licences must be checked; a separate transfer or suitable licence may be needed before completion.
The earn-out is affected by integration costs
The seller’s additional payment depends on future earnings. The buyer intends to charge group services and restructure operations. The agreement should address the relevant accounting rules, permitted costs, information rights and dispute procedure before the parties rely on the projected payment.
The carved-out business depends on group IT
Machines and customer relationships are transferred, but the business still relies on the seller’s ERP system and licences. A separation plan and legally permissible transitional services are required. The parties must also plan the buyer’s independent systems and the end of those services.
A personal guarantee survives the sale
The buyer agrees internally to take responsibility for a loan, but the bank has not released the seller from a personal guarantee. An indemnity from the buyer is different from release by the bank. The remaining exposure, security and release process need separate attention.
News and transaction insights
Ten additions to our 2026 archive, with English summaries. The linked full articles are currently in German. The archive months were assigned retrospectively; the articles were prepared on 13 November 2026.
January 2026
Preparing a business for sale
Identify who owns the shares, assets and key rights. Organise records and address personal security commitments before negotiations become time-critical.
February 2026
Data rooms and disclosure
Important information needs timely, identifiable disclosure. A file’s technical availability does not always establish that the buyer was adequately informed.
March 2026
Asset deals and employees
The transaction’s actual structure determines whether employment transfer rules apply. Personnel planning and information procedures belong in the preparation phase.
April 2026
Sale of all GmbH assets
Corporate approval and external representation must be distinguished. The relevant shareholder decision should be prepared and evidenced before the transaction proceeds.
May 2026
Software rights and licences
Source code, development agreements, third-party components and operating accounts need a coordinated review. A warranty cannot supply a missing licence.
June 2026
Additional price or management remuneration?
The Federal Fiscal Court’s 2026 decision examines the economic connection of a payment linked to continued management. Contract labels alone are not decisive.
July 2026
Signing without premature implementation
Buyer protections and integration planning must respect applicable standstill and competition rules. Access to sensitive information needs clear limits.
August 2026
Carve-outs and transitional services
A viable separation requires more than an asset list. Services, licences, costs and an exit plan should be agreed before completion.
September 2026
Statutory liability in an asset deal
A contractual exclusion of assumed debts does not settle every claim by third parties. Commercial and tax liability rules require separate consideration.
October 2026
Purchase price disputes after completion
Calculation rules, access to records and notice deadlines should be settled in advance. Accounting questions and contractual interpretation may follow different dispute procedures.
Selected case law
Decision dates are shown separately from the publication or archive date. The following summaries concern German law.
Additional purchase price and continued management
Federal Fiscal Court (BFH), 3 March 2026, IX R 1/25. The classification of a payment depends on its closer economic connection and whether the additional service has independent economic significance. The case was remitted; the judgment does not provide a blanket answer for every retention payment.
Disclosure through a data room
Federal Court of Justice (BGH), 15 September 2023, V ZR 77/22. In the property transaction decided by the court, the circumstances determined whether the seller could reasonably expect the buyer to learn of the relevant information. Applying the reasoning to another transaction requires its own legal analysis.
Disposal of all company assets
BGH, 8 January 2019, II ZR 364/18. Section 179a AktG does not apply by analogy to a GmbH, but a shareholder resolution is required for the undertaking to transfer its entire assets. Internal authority and possible abuse of external representation must be examined separately.
Lawyers and patent attorneys for your project
horak. Rechtsanwälte advises businesses, shareholders and investors. In technology transactions, legal transaction advice can be complemented by patent attorney expertise. Michael Horak is a German Rechtsanwalt, Diplom-Ingenieur and specialist lawyer in intellectual property law and copyright and media law.
Preparing for a first discussion
A short description of the business, your role and the intended timing is usually sufficient to begin. Confidential documents should be exchanged through an agreed channel. The scope and limits of any review are agreed before work starts.
Can advice cover only one stage?
Yes. The engagement may cover an initial contract review, legal due diligence, negotiation or completion support. The agreed scope determines what is reviewed.
How are fees agreed?
Depending on the project, fees may be based on time or an individually agreed project arrangement. Scope and billing are agreed before engagement.
Which legal system does this page describe?
The information concerns German law and relevant European requirements. Foreign-law issues are coordinated with advisers responsible for the jurisdiction concerned.
Your enquiry
Planning an acquisition, sale, investment or succession? Briefly describe your project. Every field is optional. You can leave an email address or telephone number if you would like a reply.
+49 511 357 356-0 · info@manda-anwalt.de
horak. Rechtsanwälte · Georgstraße 48 · 30159 Hannover · Germany
German legal advice · Editorial update: 13 November 2026