Insights and news

Against the wagon-castle mentality - The role of the supervisory board in important decisions (article "The Supervisory Board")

Which board of directors and supervisory board constellations are particularly susceptible to escapism and a wagon-castle mentality? Which group-psychological patterns play a role here - and how can internal organisational measures counteract these? How can a...

Deal News - ROHDE BAIER advises acquirer on combined management buy-out and management buy-in in purtel.com GmbH

Frankfurt am Main, 07 November 2024 Transaction boutique ROHDE BAIER Rechtsanwälte advises the acquirers of purtel.com GmbH, based in Munich, on a combined management buy-out and management buy-in. The established white label service provider purtel.com...

ROHDE BAIER advises seller on 100% sale of MFI to PHSE

Frankfurt am Main, 07 October 2024 Transaction boutique ROHDE BAIER advises the shareholders on 100% sale of shares of Moving Forward International GmbH to PHSE Germany GmbH. Moving Forward International is a German freight forwarding company, based at Frankfurt Airport,...

Deal News - ROHDE BAIER advises MECOTEC on acquisition of ZIMNO Tech from Restore - Austin Cryo Ventures

Frankfurt am Main, 23 September 2024 - Transaction boutique ROHDE BAIER advises MECOTEC GmbH (Bitterfeld-Wolfen, Germany) on the purchase and acquisition of ZIMNO TECH Sp. z o. o. (Wroclaw, Poland) from Restore -...

Deal News - ROHDE BAIER advises management of DemoUp Cliplister on sale to Bregal Unternehmerkapital

Frankfurt am Main, 09 September 2024 - Transaction boutique ROHDE BAIER advises management of DemoUp Cliplister GmbH (Berlin) on the sale to E-Commerce Software Group, a portfolio company of Bregal Unternehmerkapital GmbH (Munich). DemoUp Cliplister is a technology company that provides a...

Deal News - ROHDE BAIER advises Nanoris Holding on investment in MoleQlar

Frankfurt am Main, 23 July 2024 - Transaction boutique ROHDE BAIER advises Nanoris Holding GmbH on investment in MoleQlar GmbH. MoleQlar (pron. Molecular) is a science-based longevity company and a link to innovation in the field of healthcare and life sciences.

The electronic share (article "The Supervisory Board")

The Future Financing Act (ZuFinG), which came into force on 15 December 2023, also introduced the electronic share. The aim of the law is to strengthen the attractiveness and competitiveness of the location...

Downround Protections - A difficult balancing act!

Especially in the current, very dynamic phase of the VC world, one thing is clear for investors: no investment without downside protection. The anti-dilution clause is not the only must-have, but it is certainly an extremely relevant...

Deal News - ROHDE BAIER advises seller on 100% sale of regelmatic to Dussmann Technical Solutions

Further information at: https://de.dussmann.de/news-stories/news-details-1591/Dussmann_forciert_Wachstumskurs_in_der_Prozessindustrie_durch_regelmatic-bernahme

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Knowledge of the buyer vs. "sandbagging" - regulatory concepts and liability risks

The contractual liability concept within the framework of a company purchase agreement deviates to a large extent from the statutory provisions of the law on sales. It is an interplay of warranty declarations, disclosures by the seller, knowledge of the buyer...

Definition of damages in the M&A context

The negotiation of the guarantee catalogue plays a substantial role in the M&A process. The seller's liability is a key negotiating point in every transaction. However, the definition of the term "damage" is...

M&A Purchase Price Mechanisms - Overview & Best Practices

Nothing is more important than the purchase price! - Many sellers in M&A transactions might think so. Even if this certainly does not fully correspond to reality, the purchase price is the most...

Hurdle Shares - New share class replaces employee participation programmes

Traditionally, companies use employee stock option plans (ESOPs) or phantom stock programmes (VSOPs) to incentivise their employees and give them the opportunity to participate in the company's long-term success.

Structured liquidation preferences as an alternative to downrounds

The recent favourable interest rate environment has led to venture capital funds being pumped full of investment pressure. The more successful the fundraising of VC funds, the greater the competition for investable start-ups. The immediate consequence...

M&A liability trap: statements into the blue

An M&A process is ultimately nothing more than finding a compromise between the conflicting interests of buyer and seller. Typically, the main interests of the seller can be summarised as follows: (i)...