What is transaction law

Mergers & Acquisitions

The term is usually used to describe a merger or merger of two companies into a legal and economic unit (merger) or the acquisition of company units or an entire company (acquisition). M&A stands for all processes in connection with the transfer and encumbrance of property rights to companies, including the formation of a group, the restructuring of groups, mergers and transformations in the legal sense, the squeeze-out, the financing of company acquisitions, the establishment of joint ventures and the takeover of companies .

While in a merger the assets of the companies involved are merged and either continue to exist as an independent organizational unit within the association or can be merged into a newly created unit, in a (majority) acquisition the assets of the target company are usually integrated into the buyer company (acquirer, bidder). The basis of such a transaction is always the transfer of ownership rights to a company and thus the transfer of actively exercised management and control rights. The acquisition of property rights takes place either directly through the purchase of voting rights (share deal) or in the form of an asset deal through the acquisition of all existing assets and liabilities for cash (cash offer), in exchange for shares of the buyer (stock swap) or other securities or a mixture of these two payment methods. M&A transactions are generally regulated by law through provisions on corporate takeovers. Individual regulations can be found in capital market law - in particular in the WpHG - and in the Foreign Trade Act, in cartel and tax law and, since January 1, 2002, especially in the Securities Acquisition and Takeover Act (WpÜG).