Corporate Law

A major focus of our practice is in the area of corporate law. We provide comprehensive advice on all questions of corporate law, in particular on (capital market-oriented) stock corporation law including SE and KGaA and GmbH law, as well as on partnership law. Our clients include large stock corporations and groups of companies as well as medium-sized and family-run businesses, smaller companies and individuals.

Our field of advice includes in particular

• All corporate governance issues
• Drafting, revision and interpretation of corporate documents (in particular articles of association and bylaws, rules of procedure)
• Preparation and attendance of general meetings and shareholders’ meetings, including disputes regarding deficiencies of resolutions
• Dealing with activist shareholders
• Group law issues in the case of a contractual group or de facto group
• Establishment and administration of participation and holding structures
• Establishment of companies
• Advice for start-ups and their founders/partners (including financing rounds, investor investments and exit scenarios)

Mergers & Acquisitions |
Transactions

Corporate transactions are a key focus of our advisory practice. Our clients include (listed) stock corporations and medium-sized companies as well as their respective executive bodies, family businesses and the public sector. We support our clients in transactions of all sizes and projects of various kinds in national and cross-border constellations.

Our field of advice includes in particular

• All kinds of corporate transactions (private/public M&A)
• Mergers, joint ventures and other cooperation
• Transaction-related advice to executive bodies and other stakeholders including minority shareholders
• Public takeovers on the part of the bidder, the target company (including takeover defence) or invested shareholders
• Transaction-related restructuring measures (carve-out/-in, change of legal form, post-merger integration etc.)
• Legal due diligence
• Integration of Warranty & Indemnity solutions into the transaction process
• Advising the "German End" in transactions with a non-German jurisdictional focus
• Acquisition and sale of municipal investments
• Crisis-related M&A advice
• Post-M&A litigation

Board Advice | Liability of Board Members

Supporting management and supervisory bodies (executive board, management board, supervisory board, advisory board and administrative board) and their members is a further core area of our practice. As experienced consultants, we support committees and board members in all current matters and also in dealing with special situations.

Our field of advice includes in particular

• Ongoing advice including preparation and implementation of board meetings and resolutions
• Board duties in special situations (in particular in the case of takeovers, suspected compliance violations and during a crisis)
• Liability protection of management measures (including Business Judgement Opinion)
• Appointment/revocation of board members
• Management contracts, compensation models (including stock option programs) as well as severance and resignation agreements
• Examination and (also judicial) prosecution of a Company’s directors’ and officers' liability claims against current and former directors and officers ("ARAG/Garmenbeck")
• Defence against unjustified (liability) claims against current/former board members, including insurance law issues (in particular securing of D&O coverage)
• Negotiation and conclusion of D&O liability settlements (both liability and coverage settlements)

Family Owned Businesses |
Entrepreneurial Families

We assist family businesses and entrepreneurial families, including family offices, in all questions of corporate law and shareholder-specific issues. As experienced and trustworthy advisors, we are just as reliable in general corporate law issues as we are in specific legal questions of company succession and the handing over to the next generation. In doing so, we keep in mind family tradition and the conservation of values as well as the sustainability and further development of traditional success models.

Our field of advice includes in particular

• Ongoing corporate law advice and investment management
• Strategic advice for family tribes and individual family members
• Reorganisation and optimization of corporate structures
• Corporate governance issues (including family constitution)
• Shareholder agreements (in particular pooling and protective association agreements)
• Strategic portfolio acquisitions and disposals
• Establishment of foundations including ongoing advice on foundation law
• Support in family-internal (shareholder) disputes and their avoidance, mediation and settlement
• Company succession and handing over to the next generation including questions of gift, inheritance and matrimonial property law

Capital Markets Law

In the field of capital markets law, we have many years of experience in advising listed companies of all sizes, their board members and domestic as well as foreign strategic and institutional investors. We advise our clients on all legal issues arising from the admission of financial instruments to trading on the stock exchange in Germany or in connection with their termination. In addition to corporate governance issues, this particularly concerns the areas of securities trading and market abuse law.

Our field of advice includes in particular

• Ongoing advice on the Market Abuse Regulation (in particular insider trading law, market manipulation, ad hoc publicity, managers' transactions, market testing and share buyback programmes)
• Transparency of shareholdings/notification of voting rights in accordance with the German Securities Trading Act
• Fine proceedings of the BaFin
• Declarations of Compliance with the German Corporate Governance Code
• Litigation in the area of capital market liability
• Support for initial public offerings (IPOs)
• Delisting and downlisting

Corporate Reorganizations |
Corporate Structural Measures

Advice on the planning, preparation and implementation of structural measures under corporate law and transformation law is another focus of our work. We support you in the optimization of existing corporate and group structures, in integration measures as well as in financing and capital measures. In doing so, we are at your side in all (also cross-border) strategic and operational challenges and during all project phases.

Our field of advice includes in particular

• Identification of target structure and structured project and implementation planning
• Mergers, spin-offs and hive-downs
• Change of legal form (inter alia SE, KGaA)
• Relocation of registered office
• Integration of acquired assets into existing company and group structures
• Squeeze-outs under stock corporation law and transformation law
• Domination and profit and loss transfer agreements (DPLTA) and other inter-company agreements
• Preparation and implementation of accompanying capital measures as well as required general meetings and shareholders' meetings
• Representation in proceedings on deficiencies of resolutions (Beschlussmängelverfahren), release proceedings (Freigabeverfahren) and appraisal proceedings (Spruchverfahren)

Investment Companies |
Private Equity | Venture Capital

We advise institutional investors of different organizational forms on the identification of suitable companies and parts of companies, their acquisition and integration into existing shareholding structures as well as on potential divestiture processes. In doing so, we always keep an eye on the individually pursued objectives, in particular the investment horizon relevant for you, and develop solutions that are both tailor-made and workable in practice.

In addition, we provide comprehensive support to investment companies and family offices that are primarily interested in medium to long-term investments in the optimisation and management of their corporate and organisational structure.

We advise national and international PE houses of various sizes and asset classes on both the seller and the buyer side. Due to our many years of experience in the national and international M&A and PE business, we are very familiar with the specific requirements of such transactions.

We also support strategic VC investors across sectors in their entry into start-ups. In addition, we are continuously at your side throughout the entire investment cycle, right up to a potential later exit.

Our field of advice includes in particular

• Share acquisitions/direct investments, co-investments and joint ventures
• Establishment and revision of a custom-tailored and robust participation structure (e.g. holding company)
• Ongoing advice to companies and shareholders
• Legal implementation of investment and exit strategies
• Legal due diligence
• Management participations
• Management buy-outs | Management buy-ins
• Advising on financing rounds
• Silent partnerships
• Company formations

Compliance | Investigations

Preventive and repressive compliance is another key focus of our practice.

In order to effectively prevent violations of the law, we support larger (listed) companies as well as medium-sized and small companies in the development, implementation and optimization of compliance management systems (CMS) suitable for them.

In addition, we have special expertise in the internal processing of potential compliance violations (Internal Investigations) and in official investigations. We assist companies and board members alike in the event of legal violations or breaches of organizational duties by board members in connection with the establishment, design and maintenance of compliance management systems.

Our field of advice includes in particular

• Advising the management and supervisory bodies on their organisational duties in the establishment, design and maintenance of a compliance management system
• Support in the development, implementation and optimization of compliance management systems (in particular risk analysis, compliance strategy and compliance communication concept, code of conduct, compliance guidelines, compliance training)
• Advising the management and supervisory bodies on their duties with regard to the internal processing of potential compliance violations and official investigations
• Organisation and conduct of internal investigations (in particular fact-finding including forensic data analysis and interviews and legal assessment)
• Assertion and enforcement or defence of claims for liability of executive bodies including insurance law issues (D&O insurance)
• Strategic advice to corporate bodies in connection with compliance incidents, including crisis communication and support in proceedings by supervisory or law enforcement agencies

Litigation | Proceedings

A further focus of our practice is litigation in all areas of corporate law (corporate litigation), capital markets law and contract and commercial law (commercial litigation). In doing so, we are not only at your side to pursue your interests in settlement negotiations, before state courts or arbitration tribunals. Rather, we make every effort to avoid inefficient and protracted court proceedings by means of forward-looking contract drafting and well-thought-out conflict resolution strategies.

Our field of advice includes in particular

• Shareholder disputes and other disputes under corporate law
• Requests to convene general meetings, motions for additions to the agenda and special audits
• Actions for information
• Actions for deficiencies of resolutions against shareholder or general meeting resolutions and release procedures
• Appraisal proceedings (Spruchverfahren)
• Claims for damages and other recourse actions (including directors' and officers' liability/D&O, breach of contract, professional liability)
• Provisional legal protection including precautionary defence measures (protective letters)
• Post-M&A disputes
• Status procedure (co-determination)
• Capital market disputes
• Conflict resolution in trade and other business relations
• Disputes concerning distribution and supply contracts and franchise agreements