In 2022, LexBerg's corporate law team advised a Munich-based technology holding company on its €85 million acquisition of a UK-incorporated artificial intelligence software firm with development operations split between London and Bangalore. The transaction required parallel legal, regulatory, and tax work across three jurisdictions — Germany, England & Wales, and India — under considerable time pressure. The target had already received a competing offer, and the client needed the deal signed within a strict eight-week exclusivity window or risk losing the opportunity entirely.

The complexity of the transaction was compounded by the post-Brexit regulatory environment, requiring separate analysis of data transfer compliance under the UK GDPR and EU GDPR regimes, alongside Foreign Direct Investment screening obligations that had come into force in both Germany and the United Kingdom under their respective national security review frameworks. Any misstep in either regulatory process could have caused the deal to fail or collapse post-signing.

LexBerg assembled a cross-border team and structured a work-stream timetable that ran legal due diligence, regulatory clearance, and transaction documentation in parallel — rather than sequentially — to compress the timeline without sacrificing thoroughness. This approach proved decisive in meeting the exclusivity deadline.

The primary challenge was managing a compressed multi-jurisdictional timeline without overlooking material issues that could expose the client post-closing. LexBerg coordinated all work-streams centrally while leveraging specialist local counsel in London and Bangalore.

• Accelerated due diligence across three entities identified three material IP ownership gaps, used to negotiate a €3.1M reduction in the purchase price before signing.
• Advised on acquisition structuring through a newly incorporated German holding entity to optimise treatment under the EU Parent-Subsidiary Directive and avoid double taxation on future dividend flows.
• Managed the German Federal Ministry FDI notification and the UK National Security and Investment Act screening simultaneously, both of which cleared within five weeks.
• Drafted and negotiated the SPA, disclosure letter, IP assignment agreements, and a bespoke earn-out mechanism tied to post-completion revenue milestones.

The transaction closed on schedule within the eight-week exclusivity window, with the signed SPA completed two days before the deadline. All regulatory clearances were received ahead of closing. The IP gaps identified during due diligence were resolved through an assignment and licensing arrangement that preserved the target's operational continuity while securing the client's ownership position. The client successfully integrated the acquired entity within twelve months, and the earn-out milestones were met in full — validating the deal structure LexBerg had designed and negotiated.