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.
Price lists in the data room: Clean-team report for a competitor
Price lists, customer and sales data in a business acquisition data room: clean team, data reduction and an aggregated report for a competitor.
Changing the holder of a human medicinal product: tasks up to completion
Changing the holder of a human medicinal product: dossier, pharmacovigilance, product information, batches and completion in Austria.
SPA liability thresholds: de minimis, basket and cap
How to structure SPA liability thresholds: de minimis, basket, cap and their interaction for warranty claims in a business acquisition.
Battery passport of the target company: data duties and manufacturer responsibility
Battery passport due diligence in an acquisition: scope, data, access rights and the target company’s responsibility secured in the SPA.
Battery raw materials in the M&A data room: postponed EU due diligence and supply-chain evidence
Review battery raw materials in an acquisition: supply chain, risks, third-party review and SPA consequences after the postponed EU due diligence date.
Sanctions screening in a share acquisition: indirect control and frozen assets
Sanctions screening in a share acquisition: assess indirect control, frozen assets, sectoral restrictions and SPA protections.
Merger control in a business acquisition: thresholds, transaction value and notification
Merger control in an Austrian business acquisition: turnover thresholds, transaction value, BWB notification, review periods and the standstill obligation.
Buying an airline: AOC, operating licence and ownership control
Buying an airline: review the AOC, operating licence, ownership control under Article 4 and financial fitness and suspension risk under Article 9.
Earn-out metrics after closing: identifying and limiting result manipulation
Control earn-out metrics after closing: calculation, accounting, information rights, result manipulation and dispute mechanics in an Austrian acquisition.
Open-source components in the target company: licence inventory and copyleft risk
Review open-source components in an acquisition: licence inventory, SBOM, copyleft scope, pre-closing remediation and SPA protection.
EU cross-border conversion of the target before share acquisition
EU cross-border conversion before a share deal: review registry steps, the pre-conversion certificate, creditor protection and completion conditions.
Pledging GmbH shares to secure acquisition financing
Pledging GmbH shares: review form, consent, ranking, enforcement and release in acquisition financing.
Drag-along and tag-along rights in an acquisition agreement
Drag-along and tag-along rights: define co-sale, bring-along, price, notice, liability and closing in an acquisition.
Restricted GmbH shares in an acquisition: consent and transfer
Restricted GmbH shares: review consent, pre-emption, articles and transfer conditions before an Austrian share deal.
Gun-jumping in an acquisition: merger-control restrictions before closing
Gun-jumping in an acquisition: separate signing and closing, control information exchange and manage interim covenants.
Foreign investment screening in an Austrian business acquisition
Foreign investment screening in an Austrian acquisition: assess third-country buyers, sensitive sectors, clearance and closing restrictions early.
Service levels and contractual penalties in customer contracts in a business acquisition
Service levels, penalties and termination rights in customer contracts must be checked against performance data and disclosure before signing.
Cash register and FinanzOnline in an Austrian business acquisition
When buying an Austrian business, cash register records, FinanzOnline access and closing evidence must be separated and secured in the contract.
Customer prepayments and vouchers in a business acquisition: allocating open services
Customer prepayments, vouchers and open services must be itemised, valued and regulated in the purchase agreement in a business acquisition.
CRM and newsletter data in a business acquisition: consents and erasure risks
CRM and newsletter data have value only if consents, legal bases, blocking lists and erasure risks are checked before closing.
Buying a pharmacy in Austria: concession, location and handover
In an Austrian pharmacy acquisition, concession, location, authority status and handover plan determine whether the operation can continue legally.
Corporate approvals before signing: shareholders, supervisory board and advisory board in an acquisition
Corporate approvals before signing: review shareholders, supervisory board, advisory board, authority, SPA conditions and liability.
Framework agreements in an acquisition: supplier bonuses, purchasing groups and rebates
Framework agreements in an acquisition: review supplier bonuses, purchasing groups, rebates, change of control and SPA protection.
Management accounts and quality of earnings in an acquisition: monthly figures, adjustments and SPA warranties
Management accounts in an acquisition: review monthly figures, quality of earnings, adjustments, disclosure and SPA warranties.
Whistleblowing systems in an acquisition: internal reports and compliance risk under Austrian law
Whistleblowing systems in an acquisition: review internal reports, Austrian HSchG, data protection, disclosure, warranties and indemnities.
Works agreements in an acquisition: working time, bonuses and transfer of business checks
Works agreements in an acquisition: check working time, bonuses, home office, provisions and SPA protection under Austrian law.
Buying FlexCo shares: enterprise value shares, approvals and vesting in a share deal
Buying FlexCo shares: review share classes, enterprise value shares, approvals, vesting, cap table and SPA warranties.
Data Act in an acquisition: data access, cloud switching and contract risks
Data Act in acquisitions: review connected-product data, cloud switching, access rights and SPA risks before signing.
Cyber Resilience Act in an acquisition: product obligations before closing
Cyber Resilience Act in acquisitions: review product roles, vulnerability handling, conformity documents and SPA protection.
CBAM in an acquisition: import data, certificates and cost risk before closing
CBAM in acquisitions: review import history, emissions data, certificates, cost risk and SPA protection before closing.
Accessibility Act in a webshop acquisition: EAA risk, remediation cost and SPA clauses
Accessibility Act in webshop acquisitions: review EAA risk, remediation cost, statement, warranties and SPA clauses.
Corporate criminal liability in an acquisition: investigations, compliance and SPA indemnities
Corporate liability in M&A due diligence: investigations, compliance records, disclosure, indemnity, escrow and claim notice.
Collective bargaining classification in an acquisition: wage and social dumping risks before closing
Collective agreement classification in acquisitions: pay, all-in clauses, back pay, LSD-BG risks and SPA indemnities.
Group taxation in a share deal: group parent, minimum period and recapture risks
Group taxation in an Austrian share deal: section 9 KStG, group parent, minimum period, tax allocation and SPA protection.
Foreign subsidies in an acquisition: FSR notification duties and closing risk
Foreign Subsidies Regulation in acquisitions: financial contributions, notification duties, standstill and SPA protection.
DORA in a FinTech acquisition: ICT contracts, outsourcing and FMA closing checks
DORA in a FinTech acquisition: ICT contracts, outsourcing, registers, FMA checks and SPA closing conditions.
Transfer pricing and cash pooling before a business sale: separating group arrangements
Transfer pricing and cash pooling before a business sale: review group charges, loans, guarantees, TSA and indemnities.
Social security debts in an Austrian business acquisition: section 67 ASVG and contribution arrears
Section 67 ASVG in an Austrian business acquisition: contribution arrears, payroll risks, evidence, holdback and indemnity.
Buying a regulated business in Austria: FMA, licences and fit-and-proper checks
Buying a regulated Austrian business: FMA, licences, qualifying holdings, management checks and closing conditions.
Shell company acquisition and tax losses in a share deal: when loss carryforwards are at risk
Shell company acquisition in Austria: tax loss carryforwards, economic identity, price, tax clauses and indemnity in the SPA.
Leasing a business instead of buying it: business lease, purchase option and liability
Leasing a business instead of buying it: review business lease, purchase option, inventory, staff, permits and liability.
Squeeze-out after a business acquisition in Austria
Squeeze-out after an Austrian acquisition: majority threshold, minority shareholders, cash compensation and timing.
Employee participation in a business acquisition: ESOP, VSOP and change of control
Employee participation in an acquisition: ESOP, VSOP, phantom shares, vesting, change of control and SPA warranties.
Prohibited return of capital in acquisition finance
Austrian acquisition finance: target security, upstream guarantees, cash pool and capital maintenance under § 82 GmbHG.
Break fees in Austrian M&A: expense reimbursement and failed deal risk
Break fee in Austrian M&A: expense reimbursement, contractual penalties, reverse break fee, exclusivity and failed deal risk.
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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