USE CASE · US CORPORATE / M&A
Corporate & M&A in the USA
An acquisition, an investment or the incorporation of a US company requires more than simply applying German contract templates. The transaction structure, liability, financing, governance and future operational cooperation must all be aligned with US law.
We support companies from Germany and the DACH region in collaboration with our specialist US corporate team. Matthias Schuhmacher and Raphael Tautz coordinate the German-language service; Oded Kadosh and Benjamin Waltuch contribute their expertise in cross-border transactions, financing and corporate structures.
The case at a glance
Background
A company is planning an acquisition, a sale, market entry, financing or an investment in the US.
Objective
To align the transaction structure, risks, contracts and subsequent governance from both a legal and economic perspective.
Support
German-speaking contacts are coordinating the project with the specialist US corporate team.
Your situation
Cross-border transactions bring together different legal and business cultures. Even the choice between an asset deal and a share deal can have implications for liability, contracts, approvals and the transfer of staff or assets.
At the same time, due diligence, the purchase agreement, financing and the closing must be prepared. In the case of joint ventures, venture capital or private equity transactions, shareholder rights, governance and exit arrangements must also be taken into account.
Our support
We structure the transaction with the US team, coordinate the legal due diligence and support the negotiation of the relevant contracts. In doing so, we jointly consider the commercial objectives, liability issues and the actual process leading up to closing.
Even after the transaction, we continue to provide support in the areas of corporate governance, reorganisation and commercial contracts. When entering a market, the incorporation and structuring of a US company can be integrated into the overall structure.
Discuss the US transaction
Please outline your plans to Matthias Schuhmacher and Raphael Tautz. We will clarify the status of the transaction, the parties involved and the documents required, and bring the relevant US corporate team on board.
Acquiring, financing and structuring businesses in the USA
The legal support provided depends on the type of transaction, the parties involved and the target structure. The following components outline typical issues associated with a cross-border corporate or M&A project.
Company acquisitions, disposals and due diligence
Bring opportunities, risks and transaction structure together at an early stage.
Prior to the acquisition or sale of a business, a legal due diligence review is carried out to examine the target company, contracts, intellectual property rights, employment matters, compliance and potential liability risks. The scope and focus of the review depend on the business model and the transaction.
The findings are incorporated into the structure, purchase price arrangements, warranties, indemnities and closing conditions. We coordinate this work with the US team and the company’s other advisers.
Asset deals, share deals and cross-border M&A
Choose the appropriate ownership structure for the specific project.
In an asset deal, selected assets and liabilities are transferred; in a share deal, the shareholding in the target company is transferred. The choice affects, amongst other things, the assumption of contracts, liability and the practical implementation.
In cross-border M&A transactions, German and US requirements must be aligned. We structure the legal process and coordinate the documentation, responsibilities and timetable across the relevant jurisdictions.
Joint ventures, venture capital and private equity
Establish robust arrangements for ownership rights, financing and cooperation.
Joint ventures and strategic investments require clear arrangements regarding capital, control, decision-making rights, intellectual property rights and exit strategies. In the case of venture capital and private equity transactions, financing terms, anti-dilution provisions and information rights must also be taken into account.
We support the contract negotiations in collaboration with the US corporate team and ensure that governance and commercial objectives are compatible.
US companies, governance and contracts
Ensure that US structures for operations and growth are legally compliant.
To enter the market, a US company can be set up or an existing structure adapted. The legal form, ownership structure, management and internal responsibilities must be appropriate to the planned business.
We provide support in the areas of corporate governance, reorganisations and commercial contracts relating to US operations. This ensures that the transaction and subsequent operations are carried out within a consistent framework.
Your points of contact
Matthias Schuhmacher and Raphael Tautz are coordinating the German-language support. Oded Kadosh and Benjamin Waltuch are supporting the project from the US Corporate and Securities Practice.
Partner · STEM Practice Group
Your contact in Munich
Partner · STEM Practice Group
Your contact in Munich
Partner · Chair of the US Corporate and Securities Practice Groups
US team in Boston
Partners · US Corporate and Securities Practice Groups
US team in New York
Frequently Asked Questions
At the outset, the objective, the parties involved, the desired structure, the timetable and the available information are clarified. This determines the scope of the due diligence and the next steps in the negotiations.
In an asset deal, selected assets and liabilities are transferred, whereas in a share deal, shares in the target company are transferred. The appropriate structure depends on the individual case and other legal and economic factors.
This may relate, amongst other things, to corporate documents, contracts, intellectual property, employment, legal disputes and compliance. The scope and materiality thresholds will be tailored to the transaction.
Matthias Schuhmacher and Raphael Tautz are overseeing the German-language coordination. The specialist US team is handling the US legal matters and transaction documents.
Yes. Depending on the project, a new company may be set up for the purpose of acquisition, financing or day-to-day operations. The specific structure must be agreed with the other advisers.
Further information
Corporate & Transactions
Company law and US-related transactions.
US Business Law
German-speaking support for business dealings in the US.
Mergers and Acquisitions
Pearl Cohen’s international M&A practice.
German 
English (United States) 
English (UK)