GERMANY Law and Practice Contributed by: Gregor von Bonin, Natascha Doll, Andreas Ruthemeyer, Stefan Schröder and Mirko Masek, Freshfields
9.4 Independent Outside Advice In connection with a takeover or business combination in Germany, directors commonly seek various forms of independent outside advice to ensure they make informed decisions and meet their fiduciary duties. This includes: • legal advice on regulatory compliance (eg, WpÜG), transaction documents, and legal risks; • financial advice on deal structuring and financing; it is customary for financial advisers to provide a fairness opinion to the target’s board(s) which assesses whether the offer is fair from a financial standpoint; and • tax advice to ensure tax-efficient structuring and manage risks.
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