CMS lawyers can provide future-facing advice for your business across a variety of specialisms and industries, worldwide.
Apart from offering expert legal consultancy for local jurisdictions, CMS partners up with you to effectively navigate the complexities of global business and legal environments.
Our CMS Expert Guides provide you with in-depth legal research and insights.
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CMS lawyers can provide future-facing advice for your business across a variety of specialisms and industries, worldwide.
Apart from offering expert legal consultancy for local jurisdictions, CMS partners up with you to effectively navigate the complexities of global business and legal environments.
Our CMS Expert Guides provide you with in-depth legal research and insights.
Learn moreCMS Press Office - Press Room Germany
Learn moreArtificial Intelligence
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When the actual integration phase begins, our M&A / PMI experts seamlessly build on the information and insights gained in the preliminary phases of the deal. That also applies if we only come on board at the integration phase.
Our PMI services include the following in particular:
In addition to comprehensive legal advice, we offer efficient solutions for successful implementation of your M&A / PMI projects via our legal project management services, including leveraging technology. Geared to the individual requirements of your project, we provide you with experienced support teams of highly qualified commercial lawyers, legal consultants, project managers, legal engineers and legal tech managers throughout every phase of the transaction.
Together with our experienced lawyers, they help to ensure efficient project implementation with regard to both time and cost, in particular through precise digital project design and preparing detailed step plans.
Professional use of legal tech tools enables us to handle transactional / PMI projects quickly and flexibly while maintaining the highest quality standards. Our highly qualified SmartOperations staff are specially trained to meet the specific requirements of transactions and PMI work. In addition to often having many years of professional experience, team members frequently have valuable additional qualifications, especially in project management. SmartOperations staff work closely with our M&A / PMI legal teams under the direction of the relevant lead partner and are thus fully integrated into our service.
Modern data rooms, collaboration and project platforms are at the heart of many M&A / PMI projects and digital working environments. These facilities offer the entire project team a central point for (automated) work processes, step plans and FAQ sets, a shared document filing system, reminder management and the option of automated document creation. It is also possible to view relevant project parameters in a dashboard, providing real-time information on developments within the project and the current status.
CMS’s Smart Solutions team can help you to design and structure the appropriate data rooms and platforms, based on the specific requirements of your project. They also provide support around any (partial) automation of processes on the platform.
A transaction process usually takes several months and sometimes develops a momentum of its own. It is good practice to follow a standard sequence in M&A transactions from structuring through to closing, with corporate law experience being particularly important.
Careful preparation by experienced corporate experts ensures that the relevant value drivers of a transaction are recognised, while also highlighting the pitfalls that may emerge in the course of the deal. Corporate law also plays an important role in post-merger integration, e.g. when reorganising business units, streamlining internal processes in alignment with corporate structures, making the best possible use of available resources and strategically (re)aligning the business.
Tax parameters not only have a significant impact on deal structuring, they also help determine the optimum structure for successful post-merger integration. To ensure the best possible integration of the target into the existing company from a tax viewpoint, it is important throughout the transaction to be aware of all tax factors that matter post-closing. Valuable tax information and insights can be gained at an early stage of the transaction during due diligence. It is advisable to set out tax considerations relating to (post-merger) integration in a tax structure paper as part of early preparations. This naturally also applies if no due diligence is carried out.
Further information on tax-related post-merger integration and our comprehensive PMI advisory services is available here.
Whether an M&A transaction delivers value in practice depends to a significant extent on how well it succeeds in bringing the workforces together. Employment law considerations are thus of particular importance when structuring an M&A transaction, not least for tactical reasons. It is vital to be mindful not only of the interests of the employer but also of those of the employees, and to involve employee representatives throughout the transaction, including during post-merger integration. Transparent communication and trust-based cooperation are particularly important in this respect.
Parameters relating to financing law often help to shape the specific structure of an acquisition. It is important here to set the right course upfront and establish aspects such as the corporate level at which financing is to be provided, and how and in what form own funds can be made available.
Another crucial factor is whether existing financial liabilities need to be repaid and whether existing finance arrangements will be carried over.
All this also impacts on post-merger integration. One important task is to examine the implications of the transaction for financing agreements already in place and on the acquiring group’s financial KPIs. It may be worth sounding out existing financing partners ahead of the transaction. It is not uncommon for the acquired company to be included as collateral provider in an existing financing arrangement. Last but not least, post-merger integration often involves mandatory capital maintenance rules. If these are breached, the managing directors may become personally liable.
Corporate transactions often lead to sites coming under review, the discovery of potential savings in long-term commercial leases or building services being assessed with a view to making them comply with corporate standards, for example. Cutting costs by leveraging synergies along with considering any necessary investment in offices and production facilities are key elements in the strategic real estate-related aspects of a transaction, so real estate law needs to be taken into account.
From an operational viewpoint, merging of IT landscapes is often the greatest challenge facing the combined companies in the early stages. While standardising hardware and software plus the associated workflows typically offers enormous potential for cost savings, the implementation effort is often very high. Data protection requirements and IT security issues need to be addressed and carefully documented as part of the PMI process, alongside technical, organisational and licensing aspects.
Patents, trademarks and designs constitute the real value of a company in many cases. Another factor is the expertise that has been built up in the company over the years and decades, which must be protected as a trade secret.
In the early stages of the M&A process, the main objective is to ensure that intellectual property is dealt with properly so that it doesn’t leak out, either due to lack of protection or an oversight.
At the post-merger integration stage, the key task is to prepare the ground for sustainable IP management.
If a proposed transaction is subject to merger control notification requirements, it must be notified to the relevant competition authorities. Depending on the country in which the notification obligation applies, the transaction may not be completed without approval from the competition authorities and, in a worst-case scenario, could even be invalid under civil law. It is therefore necessary to establish at an early stage whether a merger or acquisition needs to be notified to a competition authority or – in the case of international projects – to more than one competition authority. Even if the authorities give the green light, possibly subject to conditions, competition issues must be considered in the context of post-merger integration.
In addition to notification obligations under merger control law, it is important to be aware of any investment control law requirements.
Following an M&A transaction, service and product portfolios usually have to be harmonised, price structures standardised, and customer databases merged. It is also important to review existing contracts and renew them if necessary. Another task is to redefine contract management structures so that integration also goes smoothly from a commercial viewpoint.
Not every transaction process runs smoothly. Sometimes there are misunderstandings in the run- up to the transaction that subsequently trigger a dispute; in other cases, it turns out during the negotiations that one of the sides cannot or will not comply as expected with all agreements.
Post-M&A disputes are thus by no means rare. Being prepared for dispute scenarios, and avoiding them wherever possible, is an essential aspect of careful preparation ahead of a transaction. Ultimately, it is also a prerequisite for successful post-merger integration.
Every transaction process involves linking and – ideally – harmonising the risk management systems of the acquired company and the acquirer. In particular, the preventive compliance management systems of the acquired company must be critically examined at the due diligence stage and aligned with best practice standards after closing, with the aim of subsequently integrating them. This is a critical task for the acquirer because immediately after closing it becomes liable both for retrospective risk arising from possible compliance violations and for inadequate compliance measures.
In coming years, management teams will be required by law to apply ESG principles to acquired companies. You may already have reviewed and assessed ESG factors in the target proactively as part of due diligence during the acquisition process. Accordingly, ESG issues will be included in the SPA as post-signing obligations on the part of the seller or, alternatively, in the form of cooperation between the buyer and seller until the transaction completes.
If you have acquired a company with a good ESG score, the objective will be to integrate its sustainability management system efficiently and smoothly into your own business operations, whether operations are being merged or not. If you are aiming to integrate your own sustainability management system into the target company, you should check compatibility during the acquisition process. Integration in either direction requires a structured approach. Any ESG risks associated with the acquired company can thus be addressed without impairing your ESG rating, your risk profile in the eyes of business partners, banks and investors, and your competitiveness from an ESG viewpoint. Likewise, structured integration by leveraging relevant synergies and potential can enable a step forward in continuous improvement, with the objective of increasingly integrating sustainability into your business practices.
In addition, notarial support by our CMS notary's office is possible at any time.
Please contact us at any time.
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