If the parties cannot agree on a purchase price or other contract-specific aspects, negotiations may break off. In such cases, claims for damages are often asserted. If an M&A deal falls through, it must first be determined whether the negotiations were broken off pre-contractually or after the contract has been concluded.
In the case of a pre-contractual breakdown, it can often be challenging to assert claims for damages. Although a claim could be enforced under the provisions of Sections 280 (1), 311 (2), 241 (2) BGB (culpa in contrahendo, abbreviated c.i.c.), this requires a relationship of trustworthiness of protection. When such a relationship of trust exists depends on the individual case.
If a contract breach is caused by one party (such as non-payment of the agreed purchase price), compensation can be claimed from the other party. It is also possible to withdraw from the purchase contract between the companies under certain circumstances.
Our team of German contract lawyers will inform you about your legal options for action after the termination of an M&A deal or the negotiations for it and will be happy to present you with implementing them.