Business consulting
Mergers & acquisitions (M&A)
We support buyers and sellers of companies and shareholdings, from the initial valuation through negotiation and due diligence to signing.
Service area Business consulting
What matters to you
Buying or selling a business is a rare event for most entrepreneurs, often a one-off. Structured preparation is all the more important, because decisions on price, structure and warranties have long-lasting effects.
We support transactions involving small and medium-sized enterprises in South Tyrol, including with buyers or sellers from Germany, Austria and Switzerland. Through the international ECOVIS network we can draw on partners in other countries for cross-border projects.
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Share deal or asset deal
A transaction may involve the transfer of shares in a company (share deal) or of a business or business unit (asset deal). In a share purchase, the company retains its existing rights and obligations; the associated risks have an economic impact on the buyer.
When a business is acquired, the related assets, contracts and employment relationships are transferred. Under certain conditions, the buyer may be jointly liable for the seller’s debts, including tax debts. This liability can be limited through appropriate due diligence and certificates from the tax authorities.
Tax consequences for both sides
The choice of structure often has opposing tax effects for buyer and seller. For the seller, the main issue is the taxation of the capital gain, which depends on whether an individual or a company is selling. For the buyer, the depreciability of the purchase price and transfer taxes such as registration tax (imposta di registro) are decisive.
We calculate the tax consequences of the options from our client’s perspective and take the other side’s interests into account. This gives you a sound basis for negotiating price and contract terms.
How a transaction works
A transaction usually proceeds in several phases. It begins with valuation, a non-disclosure agreement (NDA) and a letter of intent setting out the key terms. This is followed by the review of the target company (due diligence) and then the negotiation of the purchase agreement.
In addition to the price, the contract governs price mechanisms, warranties, liability caps and, where applicable, variable price components (earn-out). S.r.l. shares are transferred by a notary or, under certain conditions, by an authorised accountant (commercialista) using a digital signature.
- Business valuation and price setting
- Confidentiality agreement and letter of intent
- Due diligence
- Purchase agreement, warranties and purchase price adjustment
- Completion (closing) and integration
Prepare the sale well
A sale is easier to prepare if the accounts, key contracts and ownership structure are clearly documented. Equally important is how far the business can continue independently of the current owner.
We help you look at your business from a buyer’s perspective, address weaknesses before the sale and prepare the documentation for interested parties.
Step by step
How we work together
Clarify goals and scope
We discuss your goals, timeframe and starting position and estimate an initial value range.
Structure and valuation
We develop the right transaction structure, calculate the tax consequences and prepare a sound valuation.
Review and negotiation
We support the due diligence and assist you in negotiating price, warranties and contract terms.
Completion and implementation
We are involved in signing the contract and the transfer and take care of the tax and accounting consequences after closing.
Frequently asked questions
Answers on the process, purchase price and structure of a transaction.
How long does selling a business take?
For mid-sized companies, several months often pass between preparation and signing, and not infrequently more than a year. Good preparation and complete documentation shorten the process noticeably.
Is a share deal or an asset deal better?
The right structure depends on the tax consequences, liability risks and the assets to be transferred. Even an acquisition of a business does not automatically rule out liability for existing debts. We compare both options for your project.
How is the purchase price determined?
The starting point is usually a valuation based on future earnings or cash flows, supplemented by comparable values. The final price, however, is a matter of negotiation and also depends on warranties, payment terms and the treatment of debt and cash.
Do you work with lawyers?
Yes. We handle the economic and tax aspects and work with lawyers and notaries on drafting the contracts, including your existing advisers if you wish.
How can we help you?
In the initial meeting, we clarify your request and discuss what support you need.