Articles & analysis.
Company acquisition topics, set out clearly for buyers and sellers.
BRANDAUER Rechtsanwälte
Salzburg law firm for corporate, company and transaction law
Every transaction is handled by a coordinated team of lawyers, legal staff and specialists. In company acquisition matters we look at structure, contract, tax and liability together.
Accounts warranty in an Austrian business acquisition
Accounts warranty in an Austrian SPA: annual accounts, interim accounts, disclosure, claim notice and liability mechanics.
VAT in an asset deal: transfer of business, input VAT and invoicing risks
VAT in an Austrian asset deal: transfer of business, input VAT, invoicing, purchase price and contract allocation before signing.
False self employment and freelancers in a business acquisition
False self employment in an Austrian acquisition: freelancers, payroll audit risk, provisions, warranties and indemnities before signing.
Product liability and recall risks in a business acquisition
Product liability in an acquisition: recall history, claims, insurance, warranties and indemnities before signing.
Occupational pensions and pension promises in a business acquisition
Occupational pensions in an Austrian acquisition: pension promises, provisions, benefit plans, warranties and buyer due diligence.
Buying or selling an Austrian stock corporation share package
Austrian stock corporation acquisition: share package, registered shares, transfer restrictions, closing mechanics and warranties.
Side letters in a business acquisition: notarial deed and disclosure
Side letters in a business acquisition: review authority, notarial deed relevance, disclosure, priority and SPA liability.
AI systems and training data in acquisition due diligence
AI systems in a business acquisition: review training data, AI Act, rights, documentation, GDPR and liability risks.
Commercial agents and distributors in a business acquisition
Commercial agents and distributors in a business acquisition: review indemnity, termination, exclusivity and customer continuity.
AML, source of funds and KYC in a business acquisition
AML in a business acquisition: review KYC, source of funds, purchase-price flow, escrow and beneficial owners.
Export control and dual-use in a business acquisition
Export control in a business acquisition: review dual-use items, sanctions, end-use, supply chains and closing risks.
WiEReG after a share deal: report beneficial owners correctly
WiEReG after a share deal: review beneficial ownership, control change, notarial deed, commercial register and SPA duties.
Business valuation in the SPA: EBITDA, multiples and normalisations
Business valuation in the SPA: reflect EBITDA, multiples, normalisations, price formula, warranties and disclosure clearly.
Arbitration clause, jurisdiction and governing law in an SPA
Arbitration clause, jurisdiction, governing law and expert determination in an SPA: structure M&A dispute resolution.
Employee provisions in a business acquisition: severance, vacation and time credits
Employee provisions in acquisitions: review unused vacation, time credits, severance, bonuses, purchase price and warranties.
Cybersecurity due diligence in a business acquisition: NIS2 and IT risks
Cybersecurity due diligence in acquisitions: review NIS2 exposure, incidents, IT contracts, insurance and warranties before signing.
Reorganisation before a business sale
A pre-sale reorganisation can create a saleable unit, but it raises timing, tax, contract and creditor risks.
Buying a software or SaaS business
In a software or SaaS acquisition, source code, title to IP, open source, cloud contracts, customer data and subscriptions must be reviewed.
Management buy-out and buy-in in Austria
In an MBO or MBI, financing, management role, minority rights and liability must be structured before signing.
M&A advisers and business brokers in a business sale
Adviser mandate, success fee, exclusivity, confidentiality and conflicts should be clear before the sale process starts.
Information memorandum in a business sale
Teaser, information memorandum, management presentation and forecasts must be aligned with disclosure, liability and non-reliance.
Buyer structure in a business acquisition: holding, acquisition vehicle and personal liability
Buyer structure in M&A: holding, acquisition vehicle, financing, security, warranty capacity and personal liability in Austria.
Buying KG or OG interests: partnership agreement, liability and company register in Austria
Buying KG or OG interests in Austria: partnership agreement, consents, liability, company register and distinction from GmbH share deals.
Purchase price holdback in a business acquisition: security for warranties and open risks
Purchase price holdback in M&A: amount, term, release mechanics, warranties, indemnities and distinction from escrow.
Tax due diligence in a business acquisition: tax audits, tax risks and indemnity
Tax due diligence in Austria: tax audits, VAT, payroll taxes, loss carryforwards and indemnity in a business acquisition.
Works council in a business acquisition: information rights, transfer of business and timing
Works council in an Austrian business acquisition: information rights, transfer of business, timing, communication and deal documents.
Key employees and management on a business acquisition: retention, handover and competitive protection
Key employees and management on a business acquisition: identification, retention bonuses, advisory agreements, non-competes and handover plan.
Machinery and leasing in an asset deal: reviewing plant and equipment
Machinery and leasing in an asset deal: review ownership, finance, maintenance contracts, handover and contractual protection in a business acquisition.
Non-compete and customer protection after a business sale in Austria
Non-compete and customer protection after a business sale: substantive, geographic and temporal scope, contractual penalty and interplay with earn-out and advisory contract.
Pending proceedings in due diligence: litigation and provisions
Pending proceedings in due diligence: litigation and provisions: which documents, warranties, indemnities and closing rules buyer and seller should review before signing.
Post-closing integration after a company acquisition: from completion to a successful takeover
How integration after closing succeeds: 100-day plan, takeover of management, change-of-control consents, purchase price adjustment, earn-out and warranty claims.
Buying and selling GmbH shares in Austria: notarial deed, transfer restrictions and the company register
Buying and selling GmbH shares in Austria: notarial deed requirement, transfer restrictions, pre-emption and call rights, company register filing and management handover.
Insurance policies and liability cover in a business acquisition
Insurance in a business acquisition: review policies, claims history, change-of-control, run-off and liability cover before closing.
Shareholder loans in a business acquisition: repayment, ranking and price risk
Shareholder loans in a business acquisition: regulate repayment, ranking, security and purchase price treatment before signing and closing.
Signing authority and powers of attorney in a business acquisition
Signing authority in a business acquisition: check register evidence, approvals, powers of attorney, notarial form and signature matrix before signing.
Notifying warranty claims after closing: claim notice and third-party claims
How to notify warranty claims after closing: claim notice, third-party claims, timing logic, minimum content and defence rights in a company acquisition.
Carve-out before a business sale: separating assets, contracts and staff
Carve-out before a business sale: separate assets, contracts, staff, IT and transitional services before signing and closing.
Closing memo and completion documents in a business acquisition
Closing memo in a business acquisition: manage payment flow, completion documents, evidence, register filings and closing steps.
Interim covenants between signing and closing in a business acquisition
Interim covenants in a business acquisition: how buyer and seller control conduct between signing and closing without blocking operations.
Security release and banks in a business acquisition: planning the payoff letter
Security release in a business acquisition: plan banks, pledges, payoff letter, escrow and discharge of encumbrances at closing.
Tax indemnity and tax covenants in a business acquisition
Tax indemnity in a business acquisition: allocate audit risks, pre-closing taxes, indemnity and purchase price mechanics clearly.
Change-of-control clauses in an Austrian business acquisition
Change-of-control clauses in a business acquisition: contracts that require consent and how buyers secure risks before signing and closing.
Customer and supplier dependence in due diligence
Customer and supplier dependence in due diligence: concentration risks, contract terms, termination rights and purchase price effects.
Locked box or closing accounts in a business acquisition
Locked box and closing accounts in a business acquisition: how buyers and sellers manage purchase price risks, leakage and balance sheet date.
Managing director change and commercial register at share deal closing
Managing director change in a share deal: resolutions, register filing, signing rights, bank powers and handover at closing.
Transitional services agreement (TSA) after a business acquisition
TSA after a business acquisition: how transitional services, IT, accounting, HR and liability are regulated in a carve-out.
Buying a minority stake: shareholders agreement, veto rights and an exit strategy
Buying a minority stake in Austria: share purchase agreement, shareholders agreement, veto rights, drag-along, tag-along and exit valuation method.
Distressed M&A in Austria: acquiring a business in crisis and insolvency
Acquiring a company in crisis and insolvency: pre-insolvency phases, acquisitions out of the estate, avoidance and liability risks and valuation in a distressed setting.
Foreign buyers acquiring an Austrian company: investment control, form and taxes
Cross-border acquisition of an Austrian company: investment control, notarial deed for GmbH shares, language and tax issues and acquisition structures.
Law firm and professional practice acquisition in Austria: client base, data protection and professional rules
Law firm or practice acquisition in Austria: transition models, client and patient base under the GDPR, admission and professional rules.
Legacy liabilities in the asset deal: section 38 UGB, section 1409 ABGB, section 14 BAO and section 67(4) ASVG
Legacy liabilities in the asset deal: liability under section 38 UGB, section 1409 ABGB, section 14 BAO and section 67(4) ASVG plus exclusion options.
Buyer consortium and club deal in M&A: syndicate, financing and control
Where several buyers act together, the deal needs syndicate rules for financing, voting rights, information rights, confidentiality and conflict resolution.
Disclosure letter in Austria: disclosure, warranties and liability
Disclosure letter in Austria: build-up, general and specific disclosure, cut-off date, bring-down at completion and effect on warranties and liability.
MAC clause in a business acquisition: termination, risk and drafting
MAC clause in a business acquisition: function, threshold, carve-outs, legal consequences and relationship to long-stop date, warranties and bring-down at completion.
Company acquisition with public contracts: procurement, eligibility and contract transfer
Public contracts in the target require checks on eligibility, references, subcontractors and whether contract transfers are procurement-law compliant.
Regulatory approvals on an Austrian business acquisition: merger control, trade law, investment screening
Regulatory approvals on a business acquisition in Austria: merger clearance, trade-law authority, real-estate transfer law and investment screening as systematic review fields.
Escrow and trust arrangements in a business acquisition: securing the purchase price
Escrow and trust arrangements in a business acquisition in Austria: use cases, amount and duration, release logic, trustee choice, alternatives and tax treatment.
Financing a business acquisition: bank, vendor loan and security
Acquisition financing in Austria: equity, bank acquisition loan, mezzanine and vendor loan, security package, ranking and interplay with the SPA.
Inventory in an asset deal: stocktake and retention of title
Inventory in an asset deal: stocktake and retention of title: which documents, warranties, indemnities and closing rules buyer and seller should review before signing.
Preparing a business sale: data room and deal readiness
How a business sale is prepared systematically: deal readiness, clean-up, setup and operation of the data room, Q&A process and information memorandum.
Seller-related long-term contracts after closing
Seller-related long-term contracts after closing: which documents, warranties, indemnities and closing rules buyer and seller should review before signing.
Compliance in M&A due diligence: red flags as deal risk
Compliance in M&A due diligence: red flags as deal risk: which documents, warranties, indemnities and closing rules buyer and seller should review before signing.
Receivables in a company acquisition: assignments and factoring
Receivables in a company acquisition: assignments and factoring: which documents, warranties, indemnities and closing rules buyer and seller should review before signing.
Sandbagging and anti-sandbagging in a company acquisition
Sandbagging clauses in a company acquisition: when buyers may preserve claims despite knowledge and how disclosure, warranties and indemnities interact.
Share transfer agreement, notarial deed and company register in a share deal
Share transfer agreement and notarial deed in a GmbH share deal: structure, completion, company register filing, beneficial owner filing and interplay with the SPA.
Subsidies in a company acquisition: clawback and conditions
Subsidies in a company acquisition: clawback and conditions: which documents, warranties, indemnities and closing rules buyer and seller should review before signing.
Selling a company in an auction process: process letter, indicative bid and exclusivity
A structured sale process needs clear rules for the process letter, indicative bid, data room, Q&A, exclusivity and confidentiality.
Buying a franchise business: franchise agreement, consent and location rights
Buying a franchise business requires consent, location rights, supply rules, system manuals and brand licence checks before the buyer continues operations.
Buying part of a business: assets, employees and contracts in the perimeter
Buying only part of a business requires a precise perimeter for assets, employees, contracts, permits and liabilities.
Operating permits and environmental obligations in an acquisition
Operating permits and environmental obligations in an acquisition: which documents, warranties, indemnities and closing rules buyer and seller should review before signing.
When the seller stays invested: rollover stake, governance and conflicts
If the seller keeps a rollover stake after closing, roles, veto rights, remuneration, trust and conflicts of interest must be regulated clearly.
Buying a construction company in Austria: projects, trade law and liability risks
Buying a construction company requires checks on projects, retention amounts, warranty risks, trade-law capacity and liability allocation.
Buying an e-commerce business: webshop, customer data and payment providers
Buying an e-commerce business requires checks on shop systems, domains, customer data, terms, payment providers and platform accounts.
Buying a restaurant or hotel: operating permit, lease and employees
When buying a restaurant or hotel business, the location drives value. Operating permit, lease, inventory, employees and guest data must be checked together before signing.
Buying a sole proprietorship in Austria: business continuation, liability and contracts
When buying a sole proprietorship in Austria, check business continuation, section 38 UGB, contract transfers, staff and legacy liabilities.
Shareholder dispute and exit solutions: from conflict to an orderly exit
How to avoid a shareholder dispute and shape an orderly exit: pre-emption rights, put and call options, mechanisms for deadlocks, compensation and valuation.
Data protection in due diligence: personal data and the GDPR in a company acquisition
Data protection in due diligence and at closing: legal basis for the data room, data minimisation and clean team, transmission at closing and GDPR compliance of the target company.
Real estate in the asset deal: business properties in a company acquisition
Business properties in an asset deal: land register, real estate transfer tax, share deal consolidation, leases and encumbrances.
IP, trademarks and IT contracts in due diligence in a company acquisition
IP and IT in due diligence: existence and ownership of trademarks and patents, chains of transfer, licences, open-source compliance and change-of-control clauses.
Transfer of business in a company acquisition: employment law under section 3 AVRAG
Transfer of business under section 3 AVRAG: employment relationships, collective agreement, dismissal protection and severance liability.
Vendor due diligence: how the seller prepares the review and strengthens its position
How vendor due diligence prepares the sale of a company: VDD report, reliance letter, weaknesses identified early and a stronger position in the bidding process.
Purchase price adjustment in a company acquisition: net debt, working capital and the bridge to equity value
Purchase price adjustment in a company acquisition: enterprise value, equity value, net debt, working capital, completion accounts and locked box.
SPA warranty catalogue: contractual warranties alongside statutory warranty in a company acquisition
Warranty catalogue in a company purchase agreement: independent warranties, statutory warranty, cap, de minimis, basket, limitation and disclosure.
Share deal versus asset deal: choosing the right form of acquisition in a company purchase
Share deal or asset deal in a company acquisition: succession, liability under UGB, ABGB and BAO, taxes, warranties and the right structure.
Closing conditions in a company acquisition: conditions to completion between signing and closing
Conditions to completion in a company acquisition: signing and closing, merger clearance, third-party consent, MAC clause, long-stop date and closing mechanics.
Earn-out in a company acquisition: variable purchase price, metric and protective clauses
How the earn-out as a variable part of the purchase price bridges the valuation gap: metrics, risks from the influence of the buyer and protective clauses for the seller.
W&I insurance in a company acquisition: covering warranties and enabling a clean exit
How warranty-and-indemnity insurance covers the warranties from the purchase contract: buy-side and sell-side, cover and exclusions and the interplay with the warranty catalogue.
Due diligence checklist in a company acquisition: review areas, data room and red flags
Due diligence checklist in a company acquisition: review purpose, key workstreams, data room, red flags and transfer of findings into the SPA.
LOI and NDA in a company acquisition: getting the letter of intent and confidentiality right
How to draft the confidentiality agreement and the letter of intent in a company acquisition: data protection, exclusivity, binding effect and pre-contractual liability.
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