USE CASE · U.S. CORPORATE / M&A
Corporate & M&A in the U.S.
An acquisition, an equity investment, or the formation of a U.S. company requires more than simply adopting German contract templates. The transaction structure, liability, financing, governance, and ongoing operational cooperation must be aligned with U.S. law.
We work with companies from Germany and the DACH region in collaboration with our specialized U.S. corporate team. Matthias Schuhmacher and Raphael Tautz coordinate the German-language support; Oded Kadosh and Benjamin Waltuch contribute their experience in cross-border transactions, financing, and corporate structures.
The Case at a Glance
Background
A company is planning an acquisition, sale, market entry, financing, or investment in the United States.
Objective
Align the transaction structure, risks, contracts, and future governance from both a legal and economic perspective.
Support
German-speaking contacts coordinate the project with the specialized U.S. 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 employees or assets.
At the same time, due diligence, the purchase agreement, financing, and closing must be prepared. In the case of joint ventures, venture capital, or private equity transactions, shareholder rights, governance, and exit provisions must also be addressed.
Our Support
We structure the transaction with the U.S. team, coordinate the legal due diligence, and assist with the negotiation of the relevant contracts. In doing so, we jointly assess the business 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, reorganizations, and commercial contracts. When entering a new market, the formation and structuring of a U.S. corporation can be integrated into the overall structure.
Discuss the U.S. transaction
Describe your project to Matthias Schuhmacher and Raphael Tautz. We’ll clarify the status of the transaction, the parties involved, and the required documentation, and bring in the appropriate U.S. corporate team.
Acquiring, Financing, and Structuring Businesses in the U.S.
Legal support depends on the type of transaction, the parties involved, and the target structure. The following components outline typical issues in a cross-border corporate or M&A project.
Acquisitions, Sales, and Due Diligence
Bring opportunities, risks, and transaction structure together early on.
Before buying or selling a company, a legal due diligence review is conducted 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 provisions, warranties, indemnities, and closing conditions. We coordinate this work with the U.S. team and the company’s other advisors.
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 equity interest in the target company is transferred. This choice affects, among other things, the assumption of contracts, liability, and the practical execution of the transaction.
In cross-border M&A transactions, German and U.S. requirements must align. We structure the legal process and coordinate documentation, responsibilities, and timelines across the relevant jurisdictions.
Joint Ventures, Venture Capital, and Private Equity
Establish robust arrangements for equity rights, financing, and collaboration.
Joint ventures and strategic investments require clear provisions regarding capital, control, decision-making rights, intellectual property rights, and exit strategies. In venture capital and private equity transactions, financing terms, anti-dilution provisions, and information rights are also key considerations.
We work alongside the U.S. corporate team to guide the contract negotiations and ensure that governance and business objectives are aligned.
U.S. Corporations, Governance, and Contracts
Establish a legal framework for operations and growth in the U.S.
To enter the market, a U.S. company can be established or an existing structure can be adapted. The legal form, ownership structure, management, and internal responsibilities must be appropriate for the planned business.
We provide support in the areas of corporate governance, reorganizations, and commercial contracts related to U.S. operations. This ensures that the transaction and subsequent operations proceed within a consistent framework.
Your Contacts
Matthias Schuhmacher and Raphael Tautz are coordinating the German-language support. Oded Kadosh and Benjamin Waltuch are assisting with the project from the U.S. Corporate and Securities Practice.
Partner · STEM Practice Group
Your contact in Munich
Partner · STEM Practice Group
Your contact in Munich
Partner · Chair of the U.S. Corporate and Securities Practice Groups
U.S. Team in Boston
Partners · U.S. Corporate and Securities Practice Groups
U.S. Team in New York
Frequently Asked Questions
At the outset, the objective, the parties involved, the desired structure, the timeline, 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; in a share deal, shares in the target company are transferred. The appropriate structure depends on the specific circumstances and other legal and economic factors.
Among other things, it may cover corporate documents, contracts, intellectual property, employment, litigation, 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 specialized U.S. team is handling the U.S. legal issues and transaction documents.
Yes. Depending on the project, a new company may be established for acquisition, financing, or day-to-day operations. The specific structure must be coordinated with the other advisors.
Additional Information
Corporate & Transactions
Corporate Law and U.S.-Related Transactions.
U.S. Business Law
German-speaking support for business dealings in the U.S.
Mergers & Acquisitions
Pearl Cohen's International M&A Practice.
German 
English (United States) 
English (UK)