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.
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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