Getting the Deal Through 2023 - Real Estate M&A - Germany - Quick reference guide

Sep 16, 2026

Uploaded by Đào

A quick reference guide for real estate M&A in Germany, structured for side-by-side comparison of local insights across transaction structures and end-to-end process. Covers the legislative and regulatory framework, cross-border combinations and foreign investment rules, public disclosure and shareholder approval mechanics, taxation and acquisition vehicles, take-private approaches, due diligence and negotiation provisions, breach-of-contract remedies, typical financing terms, collective investment schemes, and update-and-trends from the prior year. Legal position is law-stated February 2023.

LanguageEnglish

CategoryPresentations

FormatPDF

Pages22

Reading Time8 min

AccessFree to download

Overview

Typical transaction structures – public companies

Typical transaction structures – private companies

Typical transaction process

Law and regulation

Legislative and regulatory framework

Cross-border combinations and foreign investment

Approval and withdrawal

Public disclosure

Shareholders’ rights and termination fees

Taxation and acquisition vehicles

Typical tax issues and structuring

Types of acquisition vehicle

Take-private transactions

Board considerations and time frame

Negotiation

Non-binding agreements and typical provisions

Due diligence

Legal due diligence and insurance

Breach of contract

Remedies for breach of contract

Financing

Market overview and typical equity financing

Collective investment schemes

REITs and private equity funds

Update and trends

Key developments of the past year

Consulting editor Cleary Gottlieb Steen & Hamilton LLP REAL ESTATE M&A Germany Lexology GTDT-Real Estate M&A Real Estate M&A Consulting editors Matthew P Salerno, Joseph Lanzkron, Jason R Factor Cleary Gottlieb Steen & Hamilton LLP Quick reference guide enabling side-by-side comparison of local insights, including into typical structures and processes; legal and regulatory overview, including specific regulations for cross-border combinations and foreign investors; shareholder approval considerations; taxation and acquisition vehicles; take-private transactions; due diligence; typical points of negotiation; remedies for breach of contract; financing; collective investment schemes; and recent trends. Generated 23 March 2023 The information contained in this report is indicative only. Law Business Research is not responsible for any actions (or lack thereof) taken as a result of relying on or in any way using information contained in this report and in no event shall be liable for any damages resulting from reliance on or use of this information. © Copyright 2006-2023 Law Business Research © Copyright 2006-2021 Law Business Research [www.lexology.com/gtdt](www.lexology.com/gtdt) 1/21 Lexology GTDT-Real Estate M&A Table of contents OVERVIEW Typical transaction structures – public companies Typical transaction structures – private companies Typical transaction process LAW AND REGULATION Legislative and regulatory framework Cross-border combinations and foreign investment Choice of law and jurisdiction APPROVAL AND WITHDRAWAL Public disclosure Duties towards shareholders Shareholders’ rights Termination fees Takeover defences Notifying shareholders TAXATION AND ACQUISITION VEHICLES Typical tax issues and structuring Mitigating tax risk Types of acquisition vehicle TAKE-PRIVATE TRANSACTIONS Board considerations in take-private transactions Time frame for take-private transactions NEGOTIATION Non-binding agreements Typical provisions Stakebuilding Certainty of closing Environmental liability Other typical liability issues Sellers’ representations regarding leases © Copyright 2006-2021 Law Business Research [www.lexology.com/gtdt](www.lexology.com/gtdt) 2/21 Lexology GTDT-Real Estate M&A DUE DILIGENCE Legal due diligence Searches Representation and warranty insurance Review of business contracts BREACH OF CONTRACT Remedies for breach of contract FINANCING Market overview Seller’s obligations Repayment guarantees Borrower covenants Typical equity financing provisions COLLECTIVE INVESTMENT SCHEMES REITs Private equity funds UPDATE AND TRENDS Key developments of the past year © Copyright 2006-2021 Law Business Research [www.lexology.com/gtdt](www.lexology.com/gtdt) 3/21 Lexology GTDT-Real Estate M&A Contributors Germany Otto von Gruben [otto.von.gruben@lw.com](otto.von.gruben@lw.com)[ ](otto.von.gruben@lw.com)Latham & Watkins LLP Tobias Klass [tobias.klass@lw.com](tobias.klass@lw.com)[ ](tobias.klass@lw.com)Latham & Watkins LLP Lucas Schweitzer [lucas.schweitzer@lw.com](lucas.schweitzer@lw.com)[ ](lucas.schweitzer@lw.com)Latham & Watkins LLP Sebastian von Hornung [sebastian.vonhornung@lw.com](sebastian.vonhornung@lw.com)[ ](sebastian.vonhornung@lw.com)Latham & Watkins LLP © Copyright 2006-2021 Law Business Research [www.lexology.com/gtdt](www.lexology.com/gtdt) 4/21 Lexology GTDT-Real Estate M&A OVERVIEW Typical transaction structures – public companies What is the typical structure of a business combination involving a publicly traded real estateowning entity? The typical structure is an acquisition through a public takeover offer to all target shareholders. The public takeover offer can be combined with (1) market purchases ahead of the offer, (2) arrangements with anchor or major target shareholders on block trades or commitments to tender their shares into the takeover offer or (3) an issua

FAQs

What is the typical transaction structure for real estate M&A involving a publicly traded entity in Germany?

The guide describes acquisition through a public takeover offer to all target shareholders, sometimes combined with pre-offer market purchases, block trades or tender commitments from anchor shareholders, and/or issuance of new shares.

How do transaction processes differ when the target is a privately held real estate entity?

For privately held entities, acquisition may occur through a share deal, merger, or joint venture, and a public tender offer is neither required nor possible because the entity is not publicly traded.

What key topics does the guide cover regarding due diligence, negotiation, and remedies?

It outlines legal due diligence and related topics, common negotiation elements such as non-binding agreements and typical provisions, and remedies for breach of contract, alongside other standard deal-risk areas like typical liability issues.

Sep 16, 2026

Uploaded by Đào