Search Fund Advisory in Germany
CLIQ supports Search Funds from the search phase through the acquisition and into ongoing support after closing.
Search Funds need advice beyond the individual acquisition
A traditional Search Fund starts well before the signing of a purchase agreement and does not end at closing.
During the search phase, corporate, tax and organisational questions arise. Once a specific target has been identified, due diligence, acquisition structuring, financing and transaction documentation become relevant.
After closing, the requirements change again. The searcher assumes operational responsibility for the acquired company while continuing to work with investors, financing partners and the existing holding structure.
CLIQ therefore combines M&A legal advice, transaction tax and ongoing tax and accounting support.
Structure and governance during the search phase
Traditional Search Funds involve a group of investors and a dedicated investment and governance structure.
During the search phase, corporate and tax questions arise around the structuring of the search vehicle, investor participation, governance and the relationship between the search vehicle and the subsequent acquisition structure.
CLIQ advises Search Funds on the corporate and tax structuring of the search vehicle, investor participation and governance arrangements, as well as on the preparation of the subsequent acquisition vehicle and acquisition structure.
The precise regulatory treatment and any specific legal requirements depend on the individual structure.
From target to acquisition
Once a specific company becomes a serious target, the search process turns into an M&A transaction.
CLIQ supports Search Funds with NDAs, IOIs and LOIs, Legal Due Diligence and Tax Due Diligence, legal and tax acquisition structuring, purchase agreements, purchase price mechanisms, the legal and tax aspects of acquisition financing, signing and closing.
The transaction process can be aligned with the characteristics of Search Fund acquisitions, including limited deal budgets, multiple investors on the buyer side, seller financing, acquisition debt and the searcher's immediate transition into an operational management role.
Ongoing support begins after closing
After closing, the focus shifts from the acquisition process to operating and supporting the acquired business.
Corporate decisions, shareholder resolutions, management matters, financing arrangements and subsequent add-on acquisitions may create recurring legal requirements.
CLIQ can therefore continue to support Search Funds and their portfolio companies after the acquisition on ongoing corporate and General Counsel matters.
The knowledge developed during the transaction remains available after closing.
Ongoing tax advisory for the holding and operating company
Following the acquisition, ongoing tax compliance and advisory work must take account of the acquisition structure, the holding company and the operating business.
Depending on the structure, this may include tax returns, ongoing tax questions, distributions, intragroup arrangements and tax support for subsequent reorganisations.
Findings from the Tax Due Diligence and the acquisition structure may also remain relevant for ongoing tax advisory work after closing.
Financial accounting and reporting after the acquisition
After closing, the searcher needs reliable financial information for operational management and communication with investors and financing partners.
Depending on the scope of the mandate, CLIQ provides ongoing financial accounting, monthly close and reporting.
The accounting structure can be aligned with the holding company, the operating business and the requirements of the acquired company.
A defined monthly process creates a consistent financial data basis for liquidity management, performance monitoring and investor reporting.
Payroll, annual accounts and tax compliance
The operational transition creates further recurring finance and tax processes alongside financial accounting.
Depending on the mandate, CLIQ provides payroll, prepares annual accounts and tax returns, and supports the company with ongoing tax advisory matters.
This allows key finance and tax processes of the acquired business to be organised within a coordinated structure.
Investors and financing remain relevant after closing
A Search Fund business is not managed solely from the perspective of the operating company.
Investors require reliable financial information. Banks may require agreed reporting and financing processes. Distributions, refinancing and subsequent capital measures can create additional corporate and tax questions.
A coordinated legal, tax and accounting structure helps address these matters on the basis of consistent information.
Growth, add-ons and subsequent transactions
The first acquisition does not necessarily remain the only transaction.
Add-on acquisitions, refinancing, management participation, corporate changes or a later exit can create renewed transaction requirements.
CLIQ can build on the existing structure and the knowledge developed through the ongoing mandate.
One advisory relationship across the Search Fund lifecycle
Search Funds combine business acquisition with long-term entrepreneurship.
CLIQ supports this process through M&A Legal, Transaction Tax and ongoing accounting within a coordinated team.
The relationship can begin during the search phase, continue through the acquisition and transition after closing into ongoing legal, tax and accounting support.
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