Corporate / M&A

Our corporate practice provides advice and support across all key sectors on issues ranging from establishing companies of every description, providing ongoing advice and assessing complex questions under company law, through to dispensing highly specialised advice on transactions and corporate restructurings. We are experienced in reorganisations and restructurings just as much as we are in providing advice to members of management boards and managing directors (e.g. regarding potential D&O liability).  Our wide-ranging experience also extends to managing litigious disputes between shareholders and the company whose shares they hold and also disputes between shareholders.

Providing legal support in connection with corporate acquisitions and mergers (M&A) is one of the key areas we specialise in at Puttinger Vogl. Our specialists in this field have many years' experience supporting clients in connection with national and cross-border M&A transactions and advising them during every stage of a transaction, from drafting a letter of intent, carrying out due diligence and drawing up and executing the agreement, right through to closing the transaction and implementing any post-closing measures. 

 

Our corporate services include:

  • Advising start-ups and drafting articles of association for all manner of corporate structures
  • Contracts to be concluded with and by managing directors and members of management boards
  • Drafting rules of procedure for managing directors and management, supervisory and advisory boards
  • Preparing shareholders' agreements and voting agreements
  • Reorganisations such as mergers, demergers, conversions and the splitting of companies, and the contribution of businesses or participations
  • Advice in connection with capital procurement measures (capital increases, shareholder grants, shareholder loans, silent partnerships, profit participation rights, etc.)
  • Preparing and concluding shareholders' meetings
  • Contesting shareholders' resolutions
  • Developing and implementing employee participation models
  • Enforcement and defence of (liability) claims against managing directors, management boards and other corporate bodies
  • Advising corporate bodies (management, management boards and supervisory boards)
  • Resolving conflicts between shareholders or between shareholders and the company whose shares they hold or its corporate bodies

 

Our M&A services include:
(also available in English)


  • Providing legal support in connection with the acquisition, disposal and merger of companies, business operations and assets
  • Advising clients prior to the conclusion of a transaction (drafting and negotiating letters of intent, confidentiality and exclusivity agreements, term sheets, memorandums of understanding, etc.)
  • Coordinating and implementing cross-border legal due diligence (both for the buyer or seller) and advising target companies during the due diligence process
  • Establishing hive-off vehicles and acquiring assets or operations from an insolvency estate or from sellers in need of restructuring (distressed M&A)
  • Leveraged buy-outs and management buy-outs
  • Preparing and negotiating the necessary contracts and accompanying documentation (purchase agreements, participation agreements, joint venture and shareholder agreements, escrow agreements, etc.)
  • Post-closing measures (duties of notification and publication, restructuring for the purpose of integrating businesses and companies that have been acquired)
  • Preparing merger control notifications and representing clients in merger control proceedings before the competent competition authorities
  • Takeover law


Your contact persons (in alphabetical order):

Mag. Jürgen Edtbauer

Dr. Karl Weinhäupl, MBL, MBA