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Compliance at M&A Transactions

Company takeovers oftentimes come with hidden risks that can have serious consequences and present corporate management with particularly difficult challenges. Even the slightest mistake can lead to a devastating economic outcome or result in liability problems.
This is why it is extremely important from the perspective of compliance related issues to adhere to the transparency and publication regulations that are relevant in accordance with capital market laws even before contract negotiations are scheduled to begin in order to prevent any pre-contractual liability problems.
During the due diligence phase, liability risks from a buyer's perspective must be uncovered. A special compliance due diligence process is definitely worth considering. A process of this kind takes a closer look at the compliance program of the target company and helps to track down, for example, unjustified payments or unfair business practices. On the other hand, as seen from the seller's perspective, suitable precautions should be in place so that confidential information and trade secrets are not revealed unprotected.
In addition to properly preparing the M&A transaction, how the purchase agreement is structured is critical. The objective of compliance in this regard is especially to structure the catalog of guarantees and liability exemptions so that the best interests of the contracting companies are taken into account.
The success of an M&A transaction can ultimately be seen in how well the acquired company was integrated into existing corporate structures {"post-merger integration"). This includes the setting up of an effective compliance organization.
Our lawyers from the Corporate and M&A fields offer support in all phases of the M&A transaction, in particular in how to prevent liability risks and management's ability to observe its due diligence obligations when preparing and executing transactions of this nature.

The following Practice Groups are dedicated primarily to the field Compliance at M&A Transactions

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