Best Merger & Acquisition Lawyers in Aurich
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Find a Lawyer in AurichAbout Merger & Acquisition Law in Aurich, Germany
Merger and acquisition - M&A - activity in Aurich follows the same federal legal framework that applies across Germany, combined with local administrative and court procedures. Transactions typically involve German corporate law, contract law, tax law, employment law and regulatory approvals. Depending on the target business and the structure of the deal, parties must also deal with issues such as real-estate transfer, competition clearance, foreign investment screening and sector-specific permits. Local institutions you will commonly interact with in Aurich include the Amtsgericht Aurich for commercial register and land register matters, the Finanzamt Aurich for tax coordination, and the regional Chamber of Industry and Commerce for East Frisia for business support and registration matters.
Why You May Need a Lawyer
M&A transactions are complex and often high-value. You may need a lawyer if you are involved in any of the following situations:
- You are buying or selling a company or substantial business unit and need advice on deal structure, valuation consequences and risk allocation.
- You need to decide between an asset deal and a share deal and understand the different legal and tax implications.
- There are employees to be transferred or works council issues to be addressed, including obligations under German employee-protection laws and the legal regime for transfers of undertakings.
- The transaction may trigger merger control review by the Federal Cartel Office or foreign investment screening by the federal ministry responsible for economic affairs.
- You must prepare or review complex contracts such as a share purchase agreement, asset purchase agreement, shareholders agreement, security documents or financing agreements.
- You need to perform or respond to a due diligence process and prepare warranties, indemnities and disclosure schedules.
- Real estate, permits or environmental liabilities form part of the deal and require careful legal review.
- You need to ensure compliance with tax obligations, registration requirements and notarial formalities prior to closing.
Local Laws Overview
The following legal areas and local procedures are especially relevant for M&A in Aurich:
- Corporate law: German corporate law governs the most common buyer and seller vehicles - GmbH (limited liability company) and AG (stock corporation). Key statutes include the GmbH-Gesetz for GmbHs and the Aktiengesetz for stock corporations. Corporate approvals, shareholders resolutions and articles of association are central to deal execution.
- Commercial and registration law: The Handelsgesetzbuch and the commercial register rules require certain filings and updates at the Amtsgericht Aurich. Transfers of share ownership or changes to company representation often require registration.
- Contract law: The Bürgerliches Gesetzbuch and general contract rules determine formation and enforcement of purchase agreements, warranties and indemnities.
- Employment law: Employee rights are protected under the BGB and specialized statutes. The rules on transfer of undertaking and works council participation are important when employees move to a new employer. Termination and co-determination rules must be managed carefully.
- Competition and merger control: The German Act against Restraints of Competition - Gesetz gegen Wettbewerbsbeschränkungen - implements merger control thresholds. If the transaction exceeds national or EU thresholds it may require notification to the Federal Cartel Office or a European procedure.
- Foreign investment review: Certain acquisitions, especially by foreign buyers in sensitive sectors, may fall under national foreign direct investment screening rules under the Außenwirtschaftsgesetz and related regulations. Clearance or prior notification to the federal ministry may be required.
- Real estate and notarial formalities: Real-estate transfers require notarization and registration in the land register. Notaries and the local Grundbuchamt at the Amtsgericht Aurich handle these processes.
- Tax law: German tax consequences depend on structure. VAT, trade tax and corporate tax treatment can vary. Tax advisors normally work with M&A lawyers to model effects and plan the structure.
Frequently Asked Questions
What is the difference between an asset deal and a share deal?
In an asset deal the buyer purchases specific assets and liabilities of the target business. In a share deal the buyer acquires the shares or ownership interests in the target company. Asset deals can allow buyers to cherry-pick assets and limit legacy liabilities, but they may trigger different taxes and require individual transfers of contracts and permits. Share deals are usually simpler for transferring ongoing relationships but carry the risk of existing liabilities staying with the target entity.
How long does a typical M&A transaction in Aurich take?
Deal duration varies widely. Small local transactions can close in a few weeks, while complex domestic or cross-border deals often take 3-6 months or longer. Time depends on due diligence scope, negotiation, regulatory clearances, employee consultations and financing arrangements.
Do I need a notary for an M&A transaction?
Certain steps typically require notarization - for example transfers of real estate and some corporate changes. Share transfers in specific company forms or amendments to articles may also require a notary depending on the corporate form and the articles. A local attorney or notary can confirm which documents must be notarized.
Will the deal require approval from competition authorities?
If the transaction exceeds statutory turnover thresholds or affects market competition significantly, it may require notification and clearance from the Federal Cartel Office or, for larger cross-border transactions, the European Commission. Assessing whether thresholds are met is an early and important step to avoid delays.
What about employees - do they automatically transfer to the buyer?
Under German rules, employees who belong to the transferred business may automatically transfer to the buyer with existing terms and conditions. The seller and buyer must follow rules for informing and consulting the works council where one exists. Employment law risks are a major focus of due diligence.
How much does legal advice usually cost for an M&A matter?
Costs depend on complexity, transaction value and scope of work. Some firms offer fixed-price packages for smaller deals, while larger transactions are billed on hourly or staged-fee bases plus disbursements. Expect additional costs for notaries, registration fees and possible filing fees for regulatory approvals.
What should be covered in due diligence?
Due diligence typically reviews corporate organization, financial statements, tax position, commercial contracts, employment matters, litigation, intellectual property, real estate and regulatory compliance. The goal is to identify risks and quantify or allocate them through warranties, indemnities or price adjustments.
Are there special rules for cross-border transactions?
Cross-border deals add layers such as foreign law issues, tax treaties, currency controls and possibly foreign investment screening. Sellers and buyers should coordinate advisors in relevant jurisdictions and consider cultural and operational integration challenges.
Where do I file corporate changes after closing?
Corporate changes such as changes in managing directors, registered address or shareholding are generally filed at the local Amtsgericht Aurich - the commercial register. Real estate transfers are filed at the local Grundbuchamt. Your lawyer or notary usually prepares and files the required documents.
How can I protect confidential information during negotiations?
Parties commonly use a nondisclosure agreement - NDA - or confidentiality agreement before exchanging sensitive information. NDAs define permitted uses of information, confidentiality obligations, permitted disclosures and remedies for breach. Limit access to sensitive documents and use secure data rooms during due diligence.
Additional Resources
The following local and national institutions can be helpful when you need information or support for an M&A transaction in Aurich:
- Amtsgericht Aurich - for commercial register and land register filings and notarization processes.
- Finanzamt Aurich - for tax registration and queries regarding tax obligations.
- Chamber of Industry and Commerce for East Frisia - for business support, market information and local business contacts.
- Federal Cartel Office - for questions on merger control and antitrust notifications.
- Federal Ministry for Economic Affairs and Climate Action - for guidance on foreign investment screening and relevant filings.
- Local notaries - for notarization of deeds and guidance on required formalities.
- Regional business development agencies and professional advisors - M&A lawyers, tax advisors and accountants with experience in Lower Saxony and northwestern Germany can provide transaction-specific guidance.
Next Steps
If you need legal assistance with an M&A matter in Aurich, consider the following practical steps:
- Prepare a concise brief describing the parties, the target business, proposed structure and timetable.
- Sign a confidentiality agreement before sharing sensitive information.
- Engage an experienced M&A lawyer early. A lawyer will help with deal structure, due diligence planning, drafting of term sheets and negotiation of key contractual protections.
- Coordinate tax and employment advisors to evaluate consequences and compliance matters concurrently with legal due diligence.
- Identify regulatory risks such as competition law or foreign investment screening and determine whether pre-notification is required.
- Request a written cost estimate and timeline from your legal advisor so you can budget and plan next steps effectively.
Working with local counsel who understands both national rules and Aurich-specific processes will reduce surprises and help you close your transaction as smoothly as possible.
Disclaimer:
The information provided on this page is for general informational purposes only and does not constitute legal advice. While we strive to ensure the accuracy and relevance of the content, legal information may change over time, and interpretations of the law can vary. You should always consult with a qualified legal professional for advice specific to your situation. We disclaim all liability for actions taken or not taken based on the content of this page. If you believe any information is incorrect or outdated, please contact us, and we will review and update it where appropriate.