Legal certainty in transactions

In an acquisition the risk does not lie in the contract itself, but in what it does not say. We identify legal risks early and translate them into clear, workable arrangements — before, during and after closing.

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What legal support for transactions delivers for your organisation

When buying or selling a business you want to know exactly where you stand. Legal due diligence and well-drafted transaction documentation are indispensable in that respect. They determine not only the risk profile of the deal, but also how smoothly the acquisition process, signing, closing and the subsequent integration run.

We guide buyers and sellers in mapping out legal risks and obligations, and translate those into balanced, workable transaction documentation. Tax, financial and legal aspects intersect in every transaction. That is why it is not one lawyer who works on your file in isolation with us; instead, we coordinate continuously with the financial and tax side. No separate pieces of advice that do not fit together afterwards.

We do this in three ways:

With legal due diligence that reveals the legal position of the target company, from contracts to pensions and IP
With transaction documentation, in which we draw up and review NDAs, purchase agreements and shareholders’ agreements, tailored to the allocation of risk you have in mind
And with guidance during the negotiations themselves, up to and including the notary in a share transfer

What is Legal Due Diligence?

Legal DD is a legal scan of the business and its contractual obligations, to assess whether ownership, rights and risks have been properly recorded. The aim is to spot deal breakers and liabilities early and to translate them into terms in the purchase agreement.

Which 'red flags' do we see most often?

Contracts that terminate automatically on an acquisition or that trigger renegotiation, or that do not contain proper liability caps. Also IP that cannot be shown to sit with the company, missing data processing agreements and obligations that do not appear clearly in the data room.

How we approach it

From the first risk assessment to the day after closing.

Step 1

Legal due diligence in a purchase or sale

We map out the legal position of the target company: from contracts and permits to ongoing disputes and claims.

Step 2

Tailored transaction documentation

We draw up NDAs, purchase agreements and shareholders’ agreements, or review drafts from the other party, with an eye on the allocation of risk you want.

Step 3

Negotiation and closing

We guide the negotiations and liaise with the notary where necessary, until the deal is actually done.

Arrange a no-obligation conversation about M&A Legal

Would you like to know where the legal risks in your transaction lie and how to address them in good time? Arrange a no-obligation introductory meeting. We are happy to think along early, so that surprises during the deal are kept to a minimum.

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Most frequently asked questions

Which legal documents are central to Legal DD?

The focus is usually on the main customer and supplier contracts and their provisions on change of control, termination, exclusivity and liability caps. In addition, we assess corporate documentation, IP and IT, privacy/GDPR and compliance, plus ongoing or threatened disputes.

How do you use Legal DD to limit risks in the purchase agreement?

We translate the findings into concrete arrangements in the SPA: specific warranties, indemnities and conditions that have to be met before closing. Think of arranging consents under contracts, recording IP transfers and amending critical contract clauses before signing or closing.

What is the difference between a full Legal DD and a red flag review?

A full Legal DD is broader and deeper and gives a complete picture of obligations and exposures. A red flag review is quicker and focuses on the most material contracts and themes that could directly affect the deal, such as change of control, IP ownership and privacy.