Transaction Advice

Deloitte Legal advises throughout every stage of a transaction, from the structuring and negotiation of a deal through its execution, including:

• Private M&A
• Public M&A (including mandatory and voluntary offers, squeeze-outs and compensation settlement procedures, de-listings)
• Buy-side and sell-side legal advice
• Legal Due Diligence Services

Deloitte Legal has extensive experience in transactions in a variety of industries and works closely with Deloitte colleagues around the world who have strong foundations in the business community which they serve. This is a valuable asset if and when cross border complexities arise.

Deloitte Legal advises companies on compliance with foreign trade law requirements in connection with mergers and acquisitions involving foreign investors.

Mergers and acquisitions may always be subject to investment control by the German Federal Ministry of Economics and Technology (Bundesministerium für Wirtschaft und Energie, BMWi) if the foreign investor's voting rights exceed certain thresholds.

German foreign trade law recognises two forms of investment control: on the one hand, the cross-sectoral review, which applies irrespective of the sector. The second is a sector-specific review, which can only be carried out if the target company is engaged in a particularly sensitive business, such as the production of war weapons or other military goods.

Our experts advise on the strategic approach to both issues in advance and, if necessary, accompany the reporting or review process of the proposed transaction:

• Assessment of whether the transaction falls within the scope of the cross-sectoral/sector-specific assessment

• Advice on reporting the transaction to the BMWi

• Advice on applications for a clearance certificate

• Contract

• Post-merger compliance and anti-boycott
  

Expert advice is essential for international investments to avoid legal uncertainty or, in the worst case, the failure of the transaction. A trend is emerging that is increasing the importance of foreign trade law in company acquisitions and has reached a preliminary climax with the amendment to the AWV: since 18 July 2017, the reporting requirements for company acquisitions by foreign investors have been extended and tightened.

Mergers involving foreign companies can become problematic from a foreign trade law perspective if one of the contracting parties demands an explicit declaration of compliance with foreign embargoes from the other party, without taking into account, for example, anti-boycott regulations. Such a declaration could possibly lead to a violation of German foreign trade law. This must be avoided by appropriate drafting.