A merger, legally referred to as an amalgamation under the
Transformation Act (UmwG), describes the consolidation of at least two companies into a single
legal entity. In this process, the assets of the transferring company are transferred to the acquiring legal entity through universal succession, resulting in the
dissolution of the transferring company. The
registration of the merger is mandatory in the
commercial register for both the acquiring and, if applicable, the dissolving company, and only becomes legally effective upon this registration. Typical objectives of a corporate merger include achieving synergies, cost reduction, market share increase, and strengthening competitive position. Prior to any amalgamation, due diligence, valuation, merger agreement, shareholder approval, and potentially antitrust clearances are required. Terms such as M&A, post-merger integration, share transfer, or demerger are closely related. For managing directors, shareholders, or investors, it is crucial to address tax implications, liability issues, and labor law aspects early on. A strategically planned corporate merger can accelerate growth and sustainably increase corporate value, but requires professional advice from lawyers, tax advisors, and auditors. Through targeted communication, uncertainties among employees, customers, and suppliers can be minimized, and the integration process can be accelerated.