Company Acquisitions and Sales in Austria – M&A Advice That Gets Your Deal Closed

Q: When should I involve an Austrian M&A lawyer?

Ideally before signing the letter of intent (LOI). The LOI defines key commercial parameters — purchase price framework, exclusivity, liability structures — that are difficult to renegotiate later during purchase agreement negotiations. Early legal involvement protects against concessions that may only become costly months later. From my experience, engaging an M&A lawyer early regularly saves more costs than the legal advice itself requires. Schedule a confidential initial consultation.

Q: What is the difference between a share deal and an asset deal in Austria?

In a share deal, the buyer acquires the shares in the company (e.g., 100% of the shares in a GmbH). The company continues to exist with all contracts, liabilities, and employment relationships intact. In the case of a GmbH, the transfer of shares requires notarial certification (§ 76 para 2 Austrian Limited Liability Companies Act – GmbHG). In an asset deal, the buyer acquires individual assets directly from the company — such as machinery, customer relationships, or contracts. Which structure is more advantageous from a tax and liability perspective depends on the specific circumstances of the individual case.

Q: How long does a company transaction take?

Typical mid-market transactions take three to nine months — from signing the letter of intent (LOI) to closing. The duration depends on the complexity of the transaction structure, the scope of due diligence, regulatory requirements, and the dynamics of the negotiations. Well-prepared transactions with a clear structure and a professionally organized data room can often be completed significantly faster.

Are you planning a mid-market transaction?
I support buyers and sellers throughout the entire legal process — from the first confidentiality agreement to the payment of the purchase price. Personal, business-focused, and always with your best interest at heart.

10+ Transactions in 2025

From the high six-figure range to the mid eight-figure range. Acting for buyers and sellers alike. Every transaction supported through to closing.

Sweet Spot: €400,000 – €50 million

In this segment, a specialized boutique firm is often more efficient, faster, and more personal than the infrastructure of a large law firm.
You receive large-firm quality at conditions suitable for mid-sized businesses.

Direct Advice by the Lawyer

There is no delegation to associates. I advise you personally — from NDA to purchase price payment.
One contact person who knows your deal.

A company acquisition (M&A transaction) in Austria is a multi-stage process in which a buyer acquires either shares in a company (share deal) or individual assets (asset deal). Legal support by a specialized M&A lawyer typically includes structuring the transaction, negotiating a confidentiality agreement (NDA), followed by a letter of intent (LOI), conducting a legal due diligence, negotiating the purchase agreement (SPA), and guiding the transaction through to closing.

Particularly in the Austrian mid-market — where transaction volumes typically range between €400,000 and €50 million — such transactions are often not part of everyday business. Choosing the right legal advisor is therefore frequently decisive for the economic success of the transaction.

„In mid-market M&A transactions in Austria, legal support is not a cost factor, but an investment in transaction certainty. The greatest economic risks arise not only from what is written in the purchase agreement — but also from what is missing.” – Mario Tiefenbacher, LL.M., M&A Lawyer in Vienna

I Understand Both Sides of the Negotiation Table

Many transactions fail not because of legal issues, but due to a lack of understanding of the economic and personal boundaries of the counterparty.

Because I regularly represent both buyers and sellers, I am familiar with the typical negotiation patterns, risks, and solution strategies on both sides.

The result: pragmatic negotiations that lead to closing.

Selling Your Company?

You are transferring something you have built over many years.
This requires an advisor who protects both your economic and personal interests.

I prepare your company legally for sale, negotiate warranties and liability provisions in your interest, and ensure that the purchase price is received fully and securely.

Typical Sell-Side Services:

Advice on the optimal transaction structure
Identification and remediation of legal risks prior to sale
Vendor due diligence preparation, including data room structuring
SPA negotiation with focus on liability limitations and purchase price protection

Buying a Company?

For strategic buyers and investors, two things matter most: identifying risks quickly and translating those risks into price adjustments or contractual protections.

Through targeted legal due diligence, I identify red flags and convert them directly into price-reducing clauses or contractual warranties.

Typical Buy-Side Services:

The Process of a Company Acquisition in Austria: Step by Step

Step 1: Confidentiality Agreement (NDA) & Letter of Intent (LOI)

Before exchanging business-critical information, we ensure strict confidentiality.

The letter of intent defines the key commercial parameters — purchase price framework, exclusivity, timeline — thereby creating a solid negotiation foundation.

A carefully negotiated LOI significantly reduces time and costs during the purchase agreement phase.

Step 2: Legal Due Diligence (Risk Review)

A systematic legal review of the target company under Austrian law.

As buyer’s counsel, I identify liability-relevant risks in corporate law, employment law, contract law, real estate, and regulatory compliance.

As seller’s counsel, I structure the data room to ensure an efficient process without unnecessary follow-up questions.

Step 3: Transaction Structure — Share Deal or Asset Deal

If not already defined in the LOI, this step follows next.

Together with your tax advisor, we determine the optimal transaction structure.

In a share deal, the buyer acquires the shares in the company (e.g., 100% of the GmbH shares).

In an asset deal, the buyer acquires individual assets directly.

The choice depends on liability, tax, and contractual considerations — and has significant implications for the purchase price.

Step 4: Purchase Agreement (SPA / APA)

Negotiating the purchase agreement is the core of every transaction.

My focus lies on:

Tailored warranty catalogues
Fair liability limitations (caps, baskets, de minimis thresholds)
Clear purchase price mechanisms (fixed price, locked box, or completion accounts)
Robust closing conditions (conditions precedent)

Step 5: Signing, Closing & Post-Closing

Contract signing (signing) and economic completion (closing) may occur simultaneously or separately.

I support:

Notarial execution
Commercial register filings
Post-closing steps

— until your transaction is fully completed.

Frequently Asked Questions on Company Transactions in Austria

When should I involve an Austrian M&A lawyer?

Ideally before signing the letter of intent (LOI).

The LOI defines key commercial parameters — purchase price framework, exclusivity, liability structures — that are difficult to renegotiate later during purchase agreement negotiations.

Early legal involvement protects against concessions that may only become costly months later.

From my experience, engaging an M&A lawyer early regularly saves more costs than the legal advice itself requires.

What Does M&A Legal Advice Cost in Austria?

Costs depend on the transaction volume, complexity, and scope of services required. Hourly rates are standard, while fixed-fee or success-based arrangements are less common.

During the initial consultation, I provide a transparent cost estimate before any engagement is agreed.

What Is the Difference Between a Share Deal and an Asset Deal in Austria?

In a share deal, the buyer acquires the shares in the company (e.g., 100% of the shares in a GmbH). The company continues to exist with all contracts, liabilities, and employment relationships intact. In the case of a GmbH, the transfer of shares requires notarial certification (§ 76 para 2 Austrian Limited Liability Companies Act – GmbHG).

In an asset deal, the buyer acquires individual assets directly from the company — such as machinery, customer relationships, or contracts.

Which structure is more advantageous from a tax and liability perspective depends on the specific circumstances of the individual case.

What Does Legal Due Diligence Include?

Legal due diligence is the systematic legal review of a company prior to a transaction.

It typically includes the following areas:

Corporate law (articles of association, shareholder resolutions, commercial register records)
Contract law (key customer and supplier agreements, change-of-control clauses)
Employment law (employment agreements, works agreements, severance provisions)
Real estate (lease agreements, land register records)
Regulatory compliance
Pending or threatened litigation

The objective is to identify economically material risks and translate them into appropriate protections within the purchase agreement.

How Long Does a Company Transaction Take?

Typical mid-market transactions take three to nine months — from signing the letter of intent (LOI) to closing.

The duration depends on:

the complexity of the transaction structure
the scope of due diligence
regulatory requirements
the dynamics of the negotiations

Well-prepared transactions with a clear structure and a professionally organized data room can often be completed significantly faster.

Do I Really Need My Own Lawyer as a Seller?

Absolutely.

The purchase agreement typically contains extensive warranties, indemnities, and liability provisions that directly affect your economic outcome.

Without independent legal representation, you risk accepting excessive liability exposure, unclear earn-out mechanisms, or purchase price deductions that could have been avoided through professional negotiation.

CONTACT

Confidential initial consultation

Complex corporate matters and M&A transactions do not permit delays. I am available to provide an initial confidential assessment and to coordinate your strategic legal approach.

Our Guarantees:

✓ 100 % attorney-client privilege

✓ Strict conflict of interest clearance

✓ Discrete preliminary review