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Mergers & Acquisitions

Germany

Focused on M&A transactions

M&A transactions are the focus of CMS’s corporate law work. With around 250 lawyers, our firm offers M&A advice that combines solid legal expertise and experience with insider industry knowledge. 

Decades of leadership in M&A advice 

Backed by more than 1,000 lawyers worldwide, CMS advises leading companies on major – and mostly international – M&A transactions. Our Corporate/M&A practice has long held a leading position in the M&A league tables. We advise on more M&A transactions in Germany and Europe than any other law firm. This experience directly benefits you in your M&A process.

When you acquire a company or invest in one, our firm’s Corporate/M&A lawyers work seamlessly with experts from other areas both within Germany and internationally to deliver tailor-made M&A advice from a single source. 

We have M&A specialists covering the following areas:

Private M&A

  • Structuring the transaction
  • Transaction management
  • Negotiating non-disclosure agreements and letters of intent
  • Support in tender proceedings when reviewing a tender and on structuring the process
  • Support ahead of and during due diligence
  • Preparing the required contracts and resolutions
  • Contract negotiations
  • Contract management and transaction documentation
  • Preparation for signing and closing
  • Assistance with post-closing activity

Distressed M&A

  • Sale and purchase of distressed assets, NPL and distressed companies
  • Acquisition out of administration
  • Extracting value from distressed assets

Public M&A

  • Takeover offer
  • Acting in concert / insider trading / ad-hoc publicity
  • Control and profit transfer agreements
  • Squeeze-out
  • Delisting
  • Advising management and supervisory boards

M&A advice tailored to your sector and region 

Knowledge of current industry trends plays a key role in providing a realistic assessment of the potential and challenges of a transaction, planning it effectively and achieving a successful outcome. Our experience is apparent from our broad track record. We harness this experience in clusters of excellence that serve as think tanks and have a particular focus on the following sectors:

Demand for all-in-one solutions for cross-border M&A transactions continues to grow. The strong capabilities of the global CMS network enable us to handle cross-border M&A transactions smoothly and efficiently. 

CMS European M&A Study – benefit from our analysis of deal trends

CMS has been evaluating data from thousands of M&A transactions across Europe since 2007, which is distilled into the annual CMS European M&A Study. We analyse the key deal points of each of these M&A transactions and categorise them in terms of trends. We can produce a tailored analysis by individual country and/or by sector to meet your specific needs.

Want to find out more about our M&A expertise or receive a copy of our CMS European M&A Study 2019? Please just contact us.

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"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

"A highly recommended M&A practice whose incomparably strong track record in mid-cap deals is hard to get around."

JUVE German Commercial Law Firms 2018 (GCLF)
March 2019
CMS European M&A Study 2019
The CMS Cor­por­ate/M&A group is pleased to launch the el­ev­enth edi­tion of our European M&A Study. video560560ht­tps://me­dia.cmsleg­al.com/me­dia/em­bed?unique_key=bfd4ddebbe2c42442e25ca7daaa0c5d9&width=720&height=405&auto­play=false&auto­light­soff=false&loop=false&clean1This year’s Study re­flects data from 458 deals in 2018 on which CMS ad­vised. This is the largest num­ber of deals ever covered by the Study, now in its 11th year, which is re­flect­ive of CMS’s gain in mar­ket share and cor­res­pond­ing rise up the M&A league tables. In ana­lys­ing the 2018 mar­ket, we re­port on cur­rent mar­ket stand­ards on risk al­loc­a­tion in M&A deals, com­par­ing 2018 against 2017 and the pre­vi­ous eight-year av­er­age for 2010 – 2017.The spe­cial fea­tures of the Study are as fol­lows:CMS Trend In­dex – to il­lus­trate a cur­rent fact or trend for the par­tic­u­lar fea­ture re­por­ted on, com­par­ing the po­s­i­tion in 2018 with that of 2017 and / or the eight-year peri­od 2010 – 2017.CMS European / US risk al­loc­a­tion com­par­is­on – a head­line ana­lys­is of the dif­fer­ing risk al­loc­a­tion on stand­ard is­sues in European and US M&A.CMS European re­gion­al dif­fer­ences – we high­light cer­tain is­sues which are par­tic­u­lar to one or more of the six European re­gions covered.CMS deal size ana­lys­is – we ana­lysed our data against three dif­fer­ent deal val­ues: deals up to EUR 25m; EUR 25m to 100m and deals ex­ceed­ing EUR 100m.For the first time, the Study sought to eval­u­ate the main deal driver for each trans­ac­tion re­viewed. This is in ad­di­tion to ana­lys­is of the back­ground of the seller (mostly stra­tegic and fin­ance in­vestors but also a sub­stan­tial num­ber of in­di­vidu­als) and the buy­er (al­most ex­clus­ively stra­tegic and fin­ance in­vestors).The key find­ings of the Study in­clude:De­creased use of pur­chase price ad­just­ments (PPA) – around 44 per­cent of deals in­cluded a PPA com­pared with 48 per­cent in 2017. This rep­res­ents a not­able move­ment against the over­all trend in re­cent yearsSig­ni­fic­ant in­crease in the ap­plic­a­tion of locked box struc­tures – of the deals that did not in­volve a PPA, 59 per­cent used a locked box in 2018 which rep­res­ents a sig­ni­fic­ant in­crease over the 49 per­cent in 2017Earn-outs con­tin­ue to grow in pop­ular­ity – there was a two-per­cent­age point year on year in­crease in the use of earn-outs in 2018. A quarter of small and mid-cap deals now in­volve earn-outsA re­cord year for War­ranty & In­dem­nity (W&I) in­sur­ance –sellers are in­creas­ingly of­f­load­ing their war­ranty ex­pos­ure by pre-pack­aging a buy­er’s W&I policy. Nearly a third (30 per­cent) of deals val­ued over EUR 100m now in­volve this form of in­sur­anceWe trust that the CMS European M&A Study will as­sist you in your every­day M&A activ­it­ies. 560340ht­tps://form.jot­formeu.com/907841564583671

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30/04/2020
CMS ad­vises Afin­um port­fo­lio com­pany LIFTKET on in­ter­na­tion­al ex­pan­sion...
LIFTKET Hoff­mann GmbH, a plat­form in­vest­ment by AFIN­UM Siebte Beteili­gungs­gesell­schaft mbH & Co. KG, is con­tinu­ing its in­ter­na­tion­al ex­pan­sion strategy by ac­quir­ing Canada-based Hoystek...
30/04/2020
M&A pan­el 2020/I sur­vey by CMS and FIN­ANCE: Coronavir­us crisis para­lys­ing...
The Ger­man M&A mar­ket has been brought to a stand­still by the coronavir­us pan­dem­ic. Fin­ance has dried up, many deals are on hold and M&A ad­visors are com­plain­ing of empty or­der books. The scale of the shock is re­vealed by the find­ings of this year’s first
April 2020
Check­list M&A and GDPR
The scope of the EU Gen­er­al Data Pro­tec­tion Reg­u­la­tion (GDPR) ex­tends to M&A trans­ac­tions. Sanc­tions for in­fringe­ments of data pro­tec­tion rules in­clude, amongst oth­ers, a fine of up to EUR 20 mil­lion or 4% of world­wide an­nu­al turnover...
19 March 2020
CMS European M&A Study 2020: Seller re­mains king in Europe while in­dustry...
March 2020
CMS European M&A Study 2020
December 2019
Mer­ger Con­trol Guide 2020
This guide briefly out­lines in­form­a­tion on two of the most im­port­ant ques­tions of mul­tijur­is­dic­tion­al mer­ger con­trol fil­ings in
24/10/2019
M&A pan­el 2019/II sur­vey by CMS and FIN­ANCE: Fo­cus on pre­par­ing for eco­nom­ic...
That is the find­ing of this year’s second sur­vey of the M&A pan­el polled by in­ter­na­tion­al com­mer­cial law firm CMS and FIN­ANCE magazine. Seni­or em­ploy­ees from M&A de­part­ments at Ger­man com­pan­ies plus in­vest­ment bankers and M&A con­sult­ants provide an­onym­ous
October 2019
Health­care M&A
The re­port cov­ers trans­ac­tion struc­tures, timelines, rep­res­ent­a­tions and war­ranties, due di­li­gence, com­ple­tion is­sues, reg­u­lat­ory frame­work, mer­ger con­trol is­sues, fin­an­cing and valu­ation, pub­lic re­la­tions and gov­ern­ment policy.
5 September 2019
CMS pub­lishes European M&A Out­look
European M&A ex­ec­ut­ives cau­tious over deal­mak­ing pro­spects
Sep 2019
CMS European M&A Out­look 2019
Storms brew­ing: European M&A Out­look 2019
July 2019
Gloss­ary of Key M&A and Cor­por­ate Terms 2019
The pur­pose of this gloss­ary is to provide an over­view of terms fre­quently used in the con­text of com­pany ac­quis­i­tions and cor­por­ate law activ­it­ies...
19/06/2019
CMS ad­vises Met­z­ler Bank on trans­fer of Met­z­ler Fund Xchange re­tail busi­ness...
Frank­furt-based bank­ing house B. Met­z­ler seel. Sohn & Co. KGaA is trans­fer­ring the re­tail busi­ness of its Met­z­ler Fund Xchange (MFX) plat­form to FIL Fonds­bank GmbH (FFB), a sub­si­di­ary of Fi­del­ity...