As a former transaction lawyer I know what is required.
Ideally, we will be involved at a very early stage of the transaction. We will take care of powers-of-attorney and proof of representation taking into account the requirements of international law. We are familiar with the peculiarities of many legal systems and continue to expand our abilities to inspect the commercial registers of other legal systems.
Land register inspection
We are able to inspect all landregisters in electronic form and thus are able to cover almost all of Germany with the exception of those few land registers where the records are not yet kept electronically. This can be crucial for the efficient closing of a transaction.
Mergers and acquisitions, regardless whether effected by share deals or by asset deals, or the restructuring of companies or a group of companies, require a voluminous documentation at times. In order to make the recording of the deed more efficient and to allow the parties to concentrate on the material documents, we will often establish so-called reference deeds prior to the recording of the main deed.
Change in the person of the shareholder must be documented in a list of shareholders, which must be submitted to the commercial register, where it will be made part of the commercial register record and thus will be available to the general public. A careful preparation of the shareholders’ list and its continued maintenance is important, since only those shareholders listed in the most recent shareholders’ list reflected in the commercial register, are deemed to be shareholders of the company by operation of law.
Custody of valuable items and electronic data carriers. During a transaction quite often the need arises to deposit electronic data carriers containing data that was disclosed to the other party, with the notary in order to serve as proof later on.
In particular in international transactions it may become necessary to deposit part of the purchase price in a notarial escrow account.