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M&A | Due Diligence

multidisciplinary consulting.

Individual and multidisciplinary teams support our clients in all phases of corporate transactions, be it the acquisition or sale of a company. We act on both the buyer and seller side and offer interdisciplinary advice with comprehensive expertise. Our services include tax structuring, drafting and negotiation of contracts, as well as representation in potential post M&A disputes.
 
Multidisciplinary teams of experts also undertake due diligence reviews, identifying and analyzing financial, tax and legal risks. We place a particular focus on IT due diligence, which is carried out by our sister company, SONNTAG IT Solutions GmbH & Co. KG. This includes a professional analysis of existing infrastructures and a comprehensive identification of integration and synergy potential.
 
After the transactions have been completed, we continue to support our clients by assisting them with the integration. Our aim is to provide a holistic approach and ensure that our clients' business decisions are implemented in the best possible way.

range of consulting services.

M&A Consulting
Deal preparations
Legal Due Diligence
Financial Due Diligence
Tax Due Diligence
IT Due Diligence
Legal Documentation
Signing & Closing
Post M&A
M&A | Real Estate

M&A Consulting

  • Comprehensive advice and representation of companies as well as individuals in the M&A environment
  • Addressing target market:
    • Advising corporate acquisitions and sales (M&A)
    • Company succession
  • Evaluation:
    • Audit and plausibility check of planning calculations and business valuations
    • Purchase price determination and purchase price verification
    • Indicative purchase price allocation
  • Tax structuring:
    • Tax burden optimization in the operational and private sphere
    • Restructuring of companies
Jürgen Baur
  • Partner | Tax consultant
TO THE PROFILE
Dr. Johannes Zausig
  • Partner | Tax consultant
TO THE PROFILE
Mikhail B. Rasumny
  • Partner | Lawyer
TO THE PROFILE

Deal preparations

  • Drafting, shaping and negotiating of:
    • Confidentiality agreements / "Non Disclosure Agreements" (NDA)
    • Letters of intent / "Letter of Intent" (LoI)
    • "Term Sheets"
  • Structuring of the transaction process
  • Auction process
  • Vendor Due Diligence:
    • Creation Factbook (Seller Information Document)
    • Preparation Info-Memo
  • Coordination of Warranty & Indemnity Insurances / "Warranty & Indemnity Insurances" (W&I Insurance)
Dr. Thomas Rau
  • Partner | Lawyer
TO THE PROFILE
Jürgen Baur
  • Partner | Tax consultant
TO THE PROFILE
Mikhail B. Rasumny
  • Partner | Lawyer
TO THE PROFILE

Legal Due Diligence

  • Review the company's legal framework and identify potential legal risks in the following areas of law:
    • Corporate law
    • Contracts / Commercial
    • Property Law
    • Landlord and Tenant Law
    • Labor Law
    • IP / IT Law
    • Compliance / Data Protection
    • Insolvency law
    • Public law
  • The scope and focus of the analysis will be determined, depending on the objective and business structure, in close cooperation with you.
Mikhail B. Rasumny
  • Partner | Lawyer
TO THE PROFILE
Sarah Reuß
  • Lawyer, LL.M.
TO THE PROFILE
Daniel Michl
  • Senior Manager | Lawyer
TO THE PROFILE
Marco Meynhardt
  • Lawyer
TO THE PROFILE
Gabriele Falch
  • Lawyer
TO THE PROFILE
Julian N. Modi
  • Partner | Lawyer
TO THE PROFILE
Dr. Viktor Stepien
  • Partner | Lawyer
TO THE PROFILE
Dr. Maximilian Hüttel
  • Partner | Lawyer, Maître en droit
TO THE PROFILE
Tobias Rilling
  • Partner | Lawyer, LL.M.
TO THE PROFILE

Financial Due Diligence

  • Typically, the scope of work for financial due diligence* includes the following analyses:
    • Transparent presentation of the transaction / business model
    • Analysis / review of financial statements (accounting)
    • Analysis of sales and profitability
    • Earnings quality / adjustments of EBIT / EBITDA
    • Identification of purchase price relevant factors
    • Analysis of shareholder relationships and affiliated companies
    • Net debt and debt-like items
    • Working capital analysis
    • Free cash flow and CapEx analysis
    • Business plan analysis and plausibility check
  • The scope and focus of the analysis will be determined, depending on the goal and business structure, in close cooperation with you.
*The financial due diligence is mapped by our SONNTAG GmbH Wirtschaftsprüfungsgesellschaft.

Jürgen Baur
  • Partner | Tax consultant
TO THE PROFILE
Frank Layher
  • Partner | Auditor, Tax consultant, IT-Auditor
TO THE PROFILE
Andrea Seitz
  • Partner | Tax consultant
TO THE PROFILE

Tax Due Diligence

  • Identification and quantification of tax risks:
    • Scope to be agreed in principle depending on the object of the purchase or the liability assumed
      • Analysis period for share deal usually the last 3-5 years
      • Analysis period for asset deal usually only the last 2 years (if necessary temporal / subject restriction in individual cases)
    • Standing power or amendability of the tax assessment, analysis of the results of tax audits as well as the years not yet audited
    • Investigation of specific tax risk areas:
      • Change of shareholders, restructurings, transactions, legal relationships with shareholders or related parties, fiscal unities, tax-relevant foreign relationships
    • Identification of tax issues with relevance for the transaction structure - especially land transfer tax (if applicable, usable tax loss carryforwards)
*The tax due diligence is mapped by our SONNTAG GmbH Wirtschaftsprüfungsgesellschaft.

Dr. Thomas Sanna
  • Partner | Lawyer, Tax consultant
TO THE PROFILE
Wolfgang Löhr
  • Partner | Lawyer, Tax consultant
TO THE PROFILE
Güler Kiral
  • Lawyer, Tax consultant
TO THE PROFILE

IT Due Diligence

  • Identification and quantification of IT risks:
    • Analysis of IT architecture (including infrastructure, software, technologies, etc.), IT organization and processes
    • Evaluation of the technology and product portfolio (e.g. hardware and software solutions)
    • Identification of potential vulnerabilities
    • Evaluations of existing IT compliance (IT security, data protection organization)
  • Assessment on specific key topics
  • Development of a scorecard and risk matrix with subsequent recommendations for action
  • Commercial due diligence and IT due diligence* combined from a single source. You thus benefit from the resulting synergies in terms of time and cost savings as well as increased insight
*The IT due diligence is mapped by our SONNTAG IT Solutions GmbH & Co. KG.

Legal Documentation

  • Contract drafting and negotiations
  • Share Purchase Agreement / "Share Purchase Agreement" (SPA)
  • Purchase of assets "Asset Purchase Agreement" (APA)
  • Shareholder Agreement / "Shareholder Agreement" (SHA)
  • Employee stock option plans / "Employee Stock Option Plans" (ESOP)
  • Other documentation and agreements
Dr. Thomas Rau
  • Partner | Lawyer
TO THE PROFILE
Michael Wagner
  • Partner | Lawyer
TO THE PROFILE
Mikhail B. Rasumny
  • Partner | Lawyer
TO THE PROFILE

Signing & Closing

  • Annexes to the deed
  • Leading / accompanying contract negotiations
  • Monitoring of the closing
Dr. Thomas Rau
  • Partner | Lawyer
TO THE PROFILE
Michael Wagner
  • Partner | Lawyer
TO THE PROFILE
Mikhail B. Rasumny
  • Partner | Lawyer
TO THE PROFILE

Post M&A

  • Post M&A Litigation:
    • Development of litigation strategies
    • Civil Litigation
  • Post Merger Integration:
    • Integration process
    • Communication & Implementation projects
Dr. Konrad Kern
  • Partner | Lawyer
TO THE PROFILE
Denis M. Morrone
  • Partner | Lawyer
TO THE PROFILE
Frank Layher
  • Partner | Auditor, Tax consultant, IT-Auditor
TO THE PROFILE

M&A | Real Estate

  • Project preparation and project structuring.
    • Contract drafting and negotiation in real estate project developments
    • Joint venture agreement, involvement of capital providers
    • Tax and legal advice on project structuring
    • Construction and building planning law; contract drafting and negotiation
    • Construction, architectural and engineering contracts (contract drafting, enforcement of contractual and statutory claims)
    • Letting from the drawing board and implementation of construction projects
    • Subcontract and defect management
    • Assistance in extrajudicial and judicial disputes
  • Process structuring and process organization in real estate transactions.
    • Preparation and management of real estate transactions
    • Conceptualization of the acquisition project and the acquisition structure (corporate, tax and, if applicable, investment law)
    • Object company (SPV), joint venture
    • Letter of Intent, Non-Disclosure Agreement (NDA)
    • Structured bidding process
    • Organization and preparation of a data room
  • Post Closing Consulting
    • Review, coordination, monitoring and implementation of all post-closing settlement steps; post-closing list
    • Post closing due diligence (review of legal issues and facts)
    • Enforcement of contractual and legal claims
    • Assistance in extrajudicial and judicial disputes
    • Drafting and negotiating supplemental documents
  • Property investment | fund assets.
    • Fund structuring and design of other investment vehicles
    • Prudential regulation, AIFM directive, KAGB advice
    • Tax declaration requirements for investment structures
    • Assistance in extrajudicial and judicial disputes
  • Contract drafting and contract negotiation in real estate transactions
  • Coordination of the negotiation and notarization process.
    • Contract drafting and negotiation
    • Preparation of relevant documents (for example contract attachments)
    • Documentation date and attendance of all negotiation and discussion dates (for example red flag meeting)
    • Advising on the interfaces in corporate law, investment law and antitrust law
Dr. Christian Voit
  • Partner | Lawyer
TO THE PROFILE
Jana Leutloff
  • Partner | Lawyer
TO THE PROFILE
Philip G. Wiljan
  • Partner | Lawyer, LL.M.
TO THE PROFILE

focus of performance.

we synergize expertise.

Sonntag & Partner
Partnerschaftsgesellschaft mbB
Wirtschaftsprüfer, Steuerberater, Rechtsanwälte
Schertlinstraße 23
86159 Augsburg

Telefon: +49 821 57058-0
Telefax: +49 821 57058-153

www.sonntag-partner.de

Augsburg +49 821 57058-0 Munich +49 89 2554434-0 Ulm +49 731 96644-0 Nuremberg +49 911 81511-0

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