Corporations, transactions & antitrust law
“People with an entrepreneurial mindset strive for more. At TWP, we see our responsibility in accompanying entrepreneurs on their journey and working together with them to achieve their strategic corporate goals. We advise you on these important steps and provide you with comprehensive, solution-oriented and efficient support.”

Corporations, transactions & antitrust law

As a commercial law firm with proven experts in corporate and business law, legal advice on M&A transactions, reorganisations (restructurings) and antitrust law (merger control) is one of TWP’s main areas of activity. Our team of experts in the field of mergers and acquisitions (M&A) assists our clients in all processes related to the transfer and restructuring of companies. This applies to classic company acquisitions (asset deals) as well as to the purchase of shareholdings (share deals), the establishment of joint ventures, private equity transactions and even the initial or secondary public offering of a company’s shares. We assist companies in mergers, the contribution of operations or parts of an operation into companies, demergers, real divisions, conversions and amalgamations, but also in spin-offs, management buy-outs or squeeze-outs. M&A transactions and restructurings are legal cross sections of civil, corporate and company law, as well as public commercial law, antitrust law, capital market law, labour law, tax law, intellectual property law and real estate law. We advise our clients on these complex issues with a highly capable team of experts and accompany national and cross-border cases of all sizes.

SPECIALIST AREA

Corporations, transactions & antitrust law

COMPANY LAW

Our main areas of responsibility also include the restructuring of companies or businesses and preventive reorganisation, the structuring of corporate financing and the support of capital measures, the preparation and support of general meetings and shareholders’ meetings, the negotiation of syndicate agreements, option agreements, articles of association and shareholder agreements. We prepare the appointment or dismissal of managing directors, management boards and supervisory boards for you and offer comprehensive advice on how to avoid or resolve any shareholder disputes.

 

COMPANY ACQUISITION

The most common form of an M&A transaction is the acquisition of a company in the form of an asset or share deal. If a buyer wishes to acquire shares in a company, for example in order to gain control or sole ownership, this is known as a share deal. In an asset deal, all company assets, such as land, buildings or inventories, are transferred individually. We assist you through all phases of an M&A transaction: From the first contact, contract negotiations, due diligence and signing of the contract up to the fulfilment of the contract (closing).

 

CONTRACT NEGOTIATIONS

If a company is interested in purchasing a specific asset, the first step is to contact the management. A non-disclosure agreement (NDA) is usually concluded before the actual negotiations begin. The next step in the negotiations is to determine whether there is a serious interest to buy. If it exists, a letter of intent is drawn up, which sets out the intended purpose of the transaction in writing.

DUE DILLIGENCE

In the course of this assessment, the potential seller provides all the information that can shed light on the company’s economic and legal structure. Our responsibility in this context is to determine the company’s status quo and to identify possible liability risks. This involves examining all relevant contracts and searching for existing liabilities or potential risks. After completion of the due diligence and based on the results, the purchase price and the transaction structure are negotiated, and the final purchase agreement is drawn up and signed (signing).

 

ANTITRUST LAW

Companies compete with each other and must comply with numerous competition and antitrust regulations. In this area of the law, we provide preventive advice to avoid prohibited agreements and concerted practices and to prevent the abuse of a dominant market position. In connection with corporate transactions, merger control in particular is of considerable importance. In this area, we assist companies in proceedings before the competent antitrust authorities (in Austria the Federal Competition Authority) and work closely with you in preparing for them.