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Corporate / M&A

Advising on corporate law – the challenges for future-oriented companies

Digital transformation and shifts in world trade require unprecedented flexibility from companies. Our Corporate/M&A practice is focused on helping them meet the challenges of today’s business world through optimal corporate structures and strategically smart transactions. 

From company formation to corporate succession

Corporate law is a core activity at CMS – with more than 180 lawyers across eight locations, we have the largest corporate law team in Germany.

Our Corporate/M&A team assists you in creating structures within your organisation or corporate group that allow you to act with confidence and avoid liability risks.

Our experts on corporate law can advise you and your business from formation through to developing a corporate succession solution. We advise on corporate transactions as well as on mergers and restructurings. For investors, we develop tailored equity models that take account of the subsequent exit strategy. Our lawyers handle the preparations for your shareholder meeting and settle shareholder disputes via proven dispute resolution methods.

Our Corporate/M&A practice includes the following main areas and excellence clusters: 

Tailor-made advice on corporate law with strong partner involvement worldwide

We offer a seamless cross-border service with strong partner involvement. The size and international presence of CMS enable us to provide the right advisors for every matter, whether you need an experienced lawyer with specific industry expertise as your day-to-day contact or a larger team to handle an M&A transaction.

Where complex legal issues are involved, such as when restructuring companies, we bring together experts from corporate law, tax law and other areas to develop a bespoke solution for your business. The same Corporate/M&A partner always remains your point of contact, continues to coordinate the project and is personally responsible for the matter. Personal service and maximum client confidence are thus ensured throughout. 

Comprehensive knowledge, a long track record and in-depth industry expertise are all hallmarks of our service.

"They are extremely responsive, very smart and very pragmatic," […] "of consistent high quality." (client)

Chambers Europe, 2020

"Strong stock corporation law practice, increasingly close ties to DAX companies."

JUVE German Commercial Law Firms 2019 (GCLF)

Germany M&A Legal Adviser of the Year

Mergermarket 2018

Choose area

Distressed M&A
Distressed M&A
M&A as a core competence. Distressed M&A is a major focus within the CMS M&A practice group. With around 250 lawyers specialising in M&
Internationale Konzernstrukturen
International Group Structures
Designing cross-border structures. Corporate groups with an international structure need to comply with the laws of multiple countries. Having interna
Mergers & Acquisitions
Mergers & Acquisitions
Focused on M&A transactions. M&A transactions are the focus of CMS’s corporate law work. With around 180 lawyers, our firm offers M&
Post Merger Integration (PMI) - Corporate / M&A
Öffentliche Übernahmen
Public takeovers
Forward-looking planning and successful implementation of your public takeover. The German Securities Acquisition and Takeover Act (WpÜG) sets a
Stock Corporation Law
Comprehensive advice for listed companies. Listed companies are under constant scrutiny. The words and actions of its executive officers can affect th
Gesellschaftsrechtliche Gestaltung
Structuring under corporate law
Corporate structuring. Good corporate governance requires proper structuring of the entity’s legal framework. The company’s articles of as
Update Gesell­schaft­s­recht
In our Update Gesell­schaft­s­recht, we deal with several topics of German corporate law. We discuss corporate structuring, the latest case law and relevant legal disputes relating to German corporate law.
CMS Corporate Tools (in German)
Nützliche Tools rund um das Gesell­schaft­s­recht


CMS advises Bechtle on placement of convertible bonds with total nominal...
Frankfurt/Main – Listed IT company Bechtle AG has successfully placed convertible bonds with a total nominal value of EUR 300 million and a seven-year term. The aim of the corporate action is to finance...
Future secured: CMS advises insolvency administrator of long-es­tab­lished...
Stuttgart – The future of Weck, a company whose history goes back some 123 years, has been secured. Globally active alternative investment group AURELIUS emerged as the successful bidder in a competitive...
CMS advises baking firm ARTiBack on acquisition by Schwarz Produktion
Stuttgart – ARTiBack GmbH, based in Halle (Saxony), has been sold to Schwarz Produktion, the umbrella brand for the Schwarz Group’s production facilities. Going forward, ARTiBack will help cover the...
Spin-off: CMS advises current Cowen Europe partners on acquisition of Continental...
Leipzig – The current partners of the Cowen Europe Group are taking over the Continental European investment banking business of TD Cowen, a division of TD Securities. With 12 partners and 50 employees...
GP-led secondary: CMS advises HQ Direct on investment by Verdane in HQ...
Frankfurt/Main – As part of an offer to the investors in the current HQ Equita Fonds V fund, European specialist growth investor Verdane has acquired a significant stake in the portfolio of HQ Equita...
Employment issues in M&A transactions in Germany
A. Share Deal I. Obligations of the purchaser 1. Check whether: a target or business sector requiring specific handling is involved. In Germany, this is particularly true of acquisitions made under...
CMS advises shareholder of Baum lined piping on sale to listed US corporation...
Stuttgart – One of Europe’s leading manufacturers of highly cor­ro­sion-res­ist­ant pipeline systems, Baum lined piping GmbH, has been sold to NYSE-listed Crane Company as part of a succession plan. Baum...
CMS European Energy Sector M&A and Investment Outlook 2024
As the world economy increasingly embraces the push towards decarbonisation, Europe has actively sought to place itself at the vanguard of the discussion on energy trans­ition. Op­por­tun­it­ies to deploy capital abound as power sources switch further towards offshore and onshore wind, solar, heat, hydrogen, battery storage, new networks, carbon capture, and industrial decarbonisation. The latter brings an interface with other sectors such as technology companies (with power hungry data centres a particular focus), real estate, low carbon transport and decarbonisation of industrial processes such as cement, glass and steel production.As much as it is difficult, complex and highly political, the energy transition is also a huge business opportunity. To reach net zero by 2050, the International Energy Agency (IEA) estimates that global investment in clean energy alone will need to increase from the USD390bn in the first half of 2023, to USD 1.3tn in 2030.Many commentators worried that Russia’s invasion of Ukraine would put back the transition and shift Europe back towards fossil fuels. While it appears to have resulted in a renewed political focus on energy security it has also laid bare the financial and political consequences of relying on oil & gas imports, giving further impetus to renewables as a secure form of energy.Europe has also sought to be a leading light on the concept of “reaching net zero”, with the European Union (EU) having set out its ambition, back in 2019, to become the world’s first major economic bloc to be climate-neutral by 2050. This has added momentum to energy investment and M&A over recent years – 2021 and 2022 saw the second and third highest annual aggregate values of Western European M&A in the sector on record, at USD 59.8bn and USD 53.7bn, respectively, bested only by the anomalously high total of USD 89.4bn logged in 2018.Energy M&A in the region has been more subdued in 2023, but our survey demonstrates that energy executives are gearing up for a more active dealmaking period, with most expecting more opportunities and anticipating increased levels of investment in the year ahead.Capital looks set to continue to flow primarily to renewable energy projects and related assets, with solar and batteries topping the list of attractive subsectors among our respondents. Consistent with this, South West Europe takes pole position as the most promising region for investment op­por­tun­it­ies.But there are thorns among the roses. Our respondents are cognizant of the challenges in the energy market, with supply-chain volatility and commodity price increases emerging as a prominent concern. This is unsurprising after a period of dislocation following the pandemic and amid a time of rising global demand for renewable products and commodities. Persistent inflation and elevated interest rates, combined with an uncertain macroeconomic outlook, are raising investors’ concerns, with financing risk (including the increased cost of financing) also coming to the fore for re­spond­ents.Over­all, while some sense a recent softening of the market due to these fundamentals, our survey paints a picture of steadily improving investor sentiment in Europe’s energy sector, laying the foundations for a busier period ahead for M&A activity.
CMS Expert Guide to Public Takeovers in Germany
1. Are takeovers of listed companies regulated? Yes – the German Acquisition and Takeover Act (Wer­t­papier­er­werbs- und Über­nah­mege­setz,"Act") governs public offers for securities of target companies...
CMS advises Phoenix Tower International on acquisition of tele­com­mu­nic­a­tions...
Munich - Global wireless communications infrastructure provider Phoenix Tower International is acquiring the German subsidiary of Dutch NOVEC BV. Berlin-based Novec GmbH is an independent provider of...
CMS advises pure-systems shareholders on sale to US company PTC Inc.
Leipzig – Boston-based international US technology company PTC Inc. has acquired pure-systems GmbH, a leading provider of product and software variant management solutions.A CMS team headed by lead...
CMS advises Luxcara on its entry into the Hamburg Green Hydrogen Hub project...
Hamburg – Luxcara is taking over 74.9% of the shares in the hydrogen electrolysis project Hamburg Green Hydrogen Hub, and enters into a joint venture with the shareholder Hamburger Energiewerke GmbH...