Your partner for
cross-border SME M&A
LANOWE offers specialised legal services for both buy-side and sell side transactions, as well as related corporate law advice. We have extensive experience supporting non-German companies entering the German market, primarily through acquisitions.
Working with SMEs and owner-led businesses requires flexibility and respect. Every entrepreneur is unique, and we value mutual trust as much as technical expertise and practical experience.
Our team understands the priorities and requirements of financial investors and the concerns of sellers unfamiliar with the M&A process. We believe in client-centered service and rigorous legal craftsmanship. We work collaboratively to deliver outcomes with the utmost professionalism and care.
Integrated M&A Solutions. Your One-Stop Shop
LANOWE focuses exclusively on the M&A process, offering a seamless experience through our in-house team and trusted network partners:
M&A Law
Structuring, drafting, and negotiating transactions
Corporate Law
Incorporations, Articles of Association, managing director contracts, and more
Due Diligence
Comprehensive reviews across commercial, financial, legal and tax aspects
Specialist Law
Intellectual Property, Labour, Regulatory compliance; whatever your deal requires
Our goal: efficient, coherent transactions that minimise risk and maximise value
Experience that Delivers Results
Led by Dr. Norman Werner, LANOWE combines integrity, precision, and hands-on execution with over 100 successful transactions and nearly two decades of Experience, Dr. Werner knows the difference between theoretical concepts and practical solutions. For the past decade, we’ve advised Swedish, Danish and Spanish companies – form scale-ups to PE-backed firms – on M&A deals in Germany.
Our reputation is built on recommendations from satisfied clients. We work hand-in-hand with entrepreneurs and deal makers who value action over theory. That is simply how deals get done.
1
Boutique focus – full-service execution
Specialized in M&A advisory for SME transactions, LANOWE combines the focus of a boutique with the reach of a network. Through partnerships with top-tier legal, tax, and financial advisors, we deliver a one-stop, time-efficient solution for complex transactions.
2
Cross-border strength – bridging Germany and Scandinavia
We combine deep expertise in German corporate and M&A law with a strong understanding of Scandinavian business culture and pragmatism, enabling smooth execution in cross-border transactions.
3
Legal excellence with an entrepreneurial mindset
We understand the commercial drivers behind every deal. Our team aligns legal precision with pragmatic, value-driven advice that resonates with entrepreneurs and private equity professionals alike.
4
Balanced deal-making – win-win orientation
Our approach is pragmatic, efficient, and solution-oriented, focusing on balanced outcomes that create value for all stakeholders, not just “winning the negotiation.”
5
Senior expertise – from first discussion to closing
Every transaction benefits from the direct involvement of Dr. Norman Werner and senior professionals, ensuring high-quality, consistent, and personal advice from start to finish.
Introduction to German M&A peculiarities
While Germany and Sweden both follow civil law traditions, their approach to M&A transactions differs notably in structure, process, and taxation.
At LANOWE, we regularly advise clients on cross-border deals between Germany and Scandinavia, bridging these legal and cultural nuances to achieve.
1
Formality and Process
- In Germany, the sale of shares in a GmbH must be notarized, which adds formality but ensures legal certainty.
- In Sweden, share purchase agreements (SPAs) are signed privately, resulting in a faster and more flexible process.
- German deals often separate signing and closing (subject to merger control or other conditions), while Swedish transactions typically combine both in one step.
2
Documentation and Negotiation Style
- German transactions are highly detailed, with extensive warranties, indemnities, and closing mechanics.
- Swedish deals tend to be more concise and pragmatic, focusing on essential commercial terms and market-standard risk allocation.
3
SPA vs. APA Structure
- Both jurisdictions use Share Purchase Agreements (SPA) and Asset Purchase Agreements (APA).
- Germany: APAs are relatively common, especially in SME transactions, carve-outs, or distressed sales, where buyers seek specific assets.
- Sweden: SPAs dominate, with APAs mainly used for restructuring or specific asset acquisitions.
4
Tax Considerations
Germany
- Corporate sellers enjoy ~95% tax exemption on gains from share sales under the participation exemption, making SPAs attractive.
- Buyers, however, may prefer APAs to obtain a tax basis step-up (depreciation of goodwill and assets).
Sweden
- Capital gains on business-related shares are fully tax-exempt for corporate sellers.
- APAs trigger normal corporate tax (22%) but allow asset depreciation.
- Overall, SPAs are preferred by both sides for simplicity and predictability.
LANOWE’s Cross-Border Expertise
Our team combines deep experience in German corporate law with practical understanding of Scandinavian deal dynamics. We support clients in finding efficient, value-creating, and tax-optimized solutions — whether acting on the sell-side for entrepreneurs or buy-side for private equity investors.
Contact us
LANOWE Rechtsanwalts GmbH, Ludwigstraße 8, 80539 Munich, Germany
