In crisis situations, speed combined with risk and liability minimisation is paramount. Whether your business is on the brink of insolvency, in the midst of insolvency proceedings or merely seeking to take a preventative approach, we specialise in structuring distressed transactions as asset or share deals, ensuring clear deal security and protection against clawback claims, as well as a legally sound transfer of employees.
Your challenges
Our solutions
- Choice of structure (asset deal/going-concern sale, share deal, pre-pack)
- Clawback-proof structuring as per Sections 129 et seq. of the German Insolvency Code (InsO), release and indemnity arrangements
- W&I/contingent risk solutions and escrow/retention
- Transfer of employment contracts (Section 613a BGB), redundancy plan/reconciliation of interests
- Carve-out, IP/IT spin-off, TSA/services
- Banking/collateral releases and intercreditor alignment
- Merger control (German Act Against Restraints of Competition (GWB)/EU Merger Regulation (EUMR)) and FDI screening (Foreign Trade and Payments Act (AWG)/Foreign Trade and Payments Ordinance (AWV))
- Tax structuring (e.g., real estate transfer tax, utilisation of losses under Section 8c of the German Corporate Income Tax Act)
- Rapid vendor/buy-side due diligence and data room governance (GDPR)
- Closing certainty: conditions, MAC and long-stop clauses, contracts in accordance with Section 103 InsO