On August 8, 2017, CEELM reported that Cerha Hempel Spiegelfeld Hlawati had advised red-stars.com in connection with its acquisition of 25% of the shares of ecosio GmbH. We reached out to Red Star’s CEO, Thomas Streimelweger, for more information about the deal.
CEELM: Was the acquisition unusual in any way, or did it run smoothly throughout the process from initial contacts through final approvals and signings?
T.S: I/my company was not acquired as a client. Based on a recommendation of a prominent friend (CEO of Austria’s largest Telco), I called Albert Birkner, the famous M&A and takeover code senior partner – and luckily we were accepted as a client of CHSH.
CEELM: Why was Red Star chosen to outsource all of its legal work rather than create an in-house legal function?
T.S: Though it's among my hobbies to act as *the* in-house legal counsel of red-stars.com data AG (as the “ambitious amateur,” with CEO powers), we have to admit, it could become quite costly to overlook or misjudge delicate legal matters. Outsourcing was the appropriate alternative, and it was/is the right thing to do. Also we avoid unproductive fixed-costs whenever feasible.
CEELM: How and why did you select CHSH as your external counsel for this matter? Have you used them before on previous acquisitions?
T.S: We do all of our M&A dealings with CHSH, as long as I feel (and sometimes I check personally) that “the midnight oil is always burning."
CEELM: What specific tasks did you delegate to CHSH in this matter, and what did you keep in-house? Did the firm handle negotiations, for instance?
T.S: We delegate all the drafting and the legal parts of due diligence to CHSH with the exception of very specific Software/Licensing or SaaS/Cloud contractual matters. Commercial negotiations are always led by us.
CEELM: Were you yourself responsible for liaising with the law firm during the whole process or was someone else involved? Is this how all of Red Star’s acquisitions are handled, or was this a departure from the norm somehow?
T.S: I and only I bear this responsibility – I am the Chief Risk Taker. CHSH, the battle-proven Birkner & Leitner team – that’s the norm.