Commercial Law

Practice Areas

Portfolio Transactions

We advise both local and international property investors on portfolio transactions, irrespective of whether the transactions are businesses transfers or properties conveyances. We are able to provide advice to either purchasers or sellers of property portfolios at all stages of the transaction.

We find it imperative to advise our clients in such a way as to ensure that all transaction stages are completed in accordance with their expectations, in respect of:

  • Initial due diligence
  • Subsequent negotiations and drafting of agreement
  • Closing of the individual transactions

Private Equity

M&S has specialised expertise in advising on private equity-based transactions.

When acting for the purchaser, our assistance primarily consists of:

Advice to the Purchaser

  • Performing legal due diligence
  • Project management and coordination in respect of other advisors’ due diligence examinations
  • Negotiating and drafting final transfer agreements and any other transaction documents
  • Establishing the acquisition vehicle, including planning, negotiating and drafting the detailed terms and conditions for acquisition by management and other key employees of shares in as well as planning and implementing a suitable incentive program for the management and other key employees
  • providing advice, negotiating and drafting documents in relation to the procurement of acquisition financing

Advice to the Seller

When representing the seller, we usually provide advice to industrial players in connection with spin-offs. When working for private equity enterprises, this tends to be in connection with their exit, typically by way of trade sale or a secondary buy-out. The advice will include:

  • Assistance and project management in connection with the planning and completion of an auction process or other type of controlled sale, including advice on the transaction structure
  • Assistance with the establishment and indexation of a data room and subsequent management of the data room, including requests for additional documentation and/or information and the responses thereto
  • Assistance in connection with the drafting and negotiations in relation to the transfer agreement and the procurement of the other transaction documents with the necessary appendices
  • Assistance in respect of the structuring and establishment as well as the operation and administration of venture and buy-out funds

We advise companies and entrepreneurs on setting up domestic and foreign companies, on capital increases, relocations and on profit distributions or liquidations.

This also includes measures that are based on corporate law, such as the appointment and dismissal of managing directors and board members. In addition, we advise managing directors, board members and supervisory boards on legal issues relating to the company.