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Do you want to acquire an existing brand or an established business? Would you like to take over an already existing sales structure, expand your range of products, acquire a foreign production facility or market know-how? Are you simply looking for a way to avoid the costs and the effort involved during a start-up period for a new company? Or do you want to take over a disliked competitor?

In this case, the purchase of a company or part of a company (M&A – mergers and acquisition) is the right approach for you. We are happy to assist you in this! The core of any successful M&A transaction is to understand the reason for the purchase and the goals you want to achieve by the transaction. This is essential to set the right priorities in the transaction and in the negotiations. We focus on the issues that are important to you so that the transaction can be carried out in a manageable timeframe and within the budgeted costs.

Our typical activities in an M&A transaction include:

  • performance of a case-oriented legal and tax due diligence and preparation of a comprehensible, meaningful and clearly arranged due diligence report, flagging the key risks;
  • cooperation and open exchange on the results of the due diligence and possible solutions to risks discovered with your legal department and/or your other consultants and advisors;
  • compile the ideal transaction structure for you;
  • take over negotiations acc. to your requirements and with the previously determined objectives firmly in sight;
  • prepare all necessary transaction contracts and documentation and ensure that those reflect the objects determined and the results of the negotiation process;
  • advise on and assist with issues arising post-transaction.

M&A Sale of customer data

Sale of customer data as hidden risk in M&A transactions

In the process of a sale or a purchase of a company or parts of a company, both sides have to act most diligently in various fields in order to avoid conflicts, both between the parties and with third parties after a successful transfer of the company or parts of the company. In addition to the main focus areas in each acquisition however, previously neglected or perceived side issues become more and more important, among others the data protection regulations.

In an acquisition of a company, which was not carried out as a share deal but as an asset deal, only single valuable company assets were transferred to the purchaser, among others also the customer data. The customer data sold did not only contain the name and postal address of the customer, but – as usual by now – the far more valuable customer information like email addresses. The Bayrische Landesamt für Datenschutzaufsicht (Bavarian State Office for Data Protection) has fined both, the seller and the purchaser with a five digit fine. While it was certainly not a coincidence that this press release has been given out by the Bayrische Landesamt für Datenschutzaufsicht, however their explanations and arguments are nevertheless essential also for other mergers and acquisitions regardless of the company’s location and the respective authorities.

From a data protection point of view it makes a big difference, whether a company is sold in form of a share- or an asset deal. In the case of a share deal, the company itself does not change for the customer; only the ownership of the company is transferred. However in the case of an asset deal, certain assets are removed from the initial company and sold to a new and for the customer unknown company and incorporated there. Accordingly a transfer of customer data is possible without any problems in case of a share deal (always assuming that the data was legally obtained and stored by the company), whereas in case of an asset deal the parties have to act with greater diligence.

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