Corporate/M&A

In terms of corporate law, we are at your side in all situations: From the foundation and structuring of your company to questions of ongoing corporate management, in reorganisations, the purchase or sale of company shares or in winding up and liquidation. Our experts will assist you in establishing employee participation programmes as well as in investing in start-ups, setting up joint ventures and other strategic partnerships all over the world. We support you in preparing and conducting shareholder meetings and - if necessary - in disputes among shareholders. And of course, we also advise company owners and family businesses when it comes to company succession and handover to the next generation.

Our corporate law advice covers all legal forms and thus naturally also stock corporation law: We assist you with the formation of a stock corporation, with investment and shareholder agreements and with the preparation and conduct of general meetings. We appreciate being in the "back office" but if you wish, we can also take over the chairmanship of the meeting. Together with you, we develop effective strategies for the different forms of "professional opponents" and the increasing "shareholder activism". We help to analyse, anticipate and minimise contestation risks by working closely with boards, legal department heads and external GM service providers at all stages.

In our capital markets practice, we advise issuers, shareholders and banks on all types of securities issues and placements, both in relation to equity and debt instruments as well as derivatives. We also advise on stock exchange admissions and the resulting post-listing obligations. In addition, you can rely on us for the structuring of equity issues, be it IPOs or capital increases, as well as bond issues and hybrid instruments. For more information on our expertise in capital markets law, please click here: Banking & Finance.

Start-ups also find excellent advice with us: From the foundation to the involvement of strategic investors, venture capitalists and investment companies to the exit. Finally, they benefit from our experience and our long-standing (client) relationships with the same. We know both sides and know what is legally required and practically possible.

An essential part of our practice is advising on M&A transactions. Whether you are selling your life's work, planning a strategically important acquisition or sale, or opening up new markets: We support you with our team at home and abroad.

We advise both buyers and sellers on bidding procedures, carve-outs and many other transaction structures. With our expertise and experience, we support you throughout the entire transaction cycle - legally and fiscally - always pragmatically, creatively and with foresight and anticipation. We will assist you all the way from the letter of intent to the closing and beyond. We conduct and organise the legal, tax and business due diligence of the target company(ies). In contract negotiations, we represent your interests with determination and a sense of proportion. We will guide you through the organisation and implementation of signing and closing as well as any post-closing or post-merger activities and - if necessary - also in subsequent disputes.

Due to our multidisciplinary full-service approach and our joint transaction experience, we can bring even complex M&A projects past the finish line with small yet powerful teams. Specialised lawyers work hand in hand with the experts of our cooperation partner, BBWP GmbH Wirtschaftsprüfungsgesellschaft, as well as colleagues from the international ADVANT Alliance and lawyers from our international partner network.

At a glance:

Foundation of companies of all legal forms
Joint ventures in Germany and abroad
Stock corporation law
Capital market law
Shareholders’ meetings and general meetings
Corporate litigation
Transformation and law governing groups
Mergers & Acquisitions: Purchase and sale of companies and company shareholdings
Distressed M&A; Buying companies out of insolvency
Private equity
Start-ups & venture capital
ESOP and VSOP: Employee share ownership
Corporate succession planning
IPOs, capital increases
Debt securities
Post-listing obligations, compliance, and corporate governance
Public takeovers, activist shareholders
Buy and build support for portfolio companies
Exit support

Focus

Corporate Litigation

Providing advice on and support with management and shareholder disputes and conducting litigation
Advising on and conducting procedures with respect to board liability (including disputes with D&O Insurance)
Providing assistance and advice in relation to shareholder actions, such as actions for invalidity or annulment, valuation proceedings and actions for release for entry in the register
Providing advice on and assistance with special audits under stock corporation law and with proceedings for leave to bring an action
Advising on disputes in connection with the exit of shareholders, severance and evaluation issues and changes to shareholders

Transformation law and the law of groups

Providing advice and assistance with the reorganisation of company or group structures and restructuring and transformation processes
Preparing and implementing company transformations: demergers, spin-offs, mergers, conversions
Providing advice on inter-company agreements, including control and profit transfer or profit distribution agreements, affiliation and operational management contract, cash pooling agreements
Advising on and assisting with restructuring processes, including in times of crisis

Mergers & Acquisitions: Purchase and sale of companies and company shareholdings

Advising on, preparing, implementing and managing national, international and cross-border M&A transactions
Designing acquisition structures, including acquisition finance and tax-optimised structures
Advising vendors and purchasers with respect to strategic, preliminary considerations and planning and structuring the transaction as an asset and/or share deal
Providing assistance from the initial discussions with potentially interested parties, financial investors and finance institutes
Designing acquisition structures, including acquisition financing and tax optimised structures
Preparing and carrying out (legal, tax and financial) due diligence and offer and auction procedures
Advising on the structure of the transaction, including preparing and leading contractual negotiations and drafting the transaction documents
Providing transaction and process management as deal counsel
Tax advice on corporate transactions
Providing support with signing, closing and post-closing activities
Providing (legal, tax and economic) support on post-merger integration measures
Advising on and managing national and EU merger control filings
Advising on dual track processes and all related special issues

Distressed M&A

Transactions in crisis situations
Structuring, advising on and assisting with corporate disposals while insolvent
Developing reorganisation and restructuring solutions

Private Equity

Advising on the acquisition and sale of companies, groups of companies or separate business divisions (e.g. implementation of buy and build strategies)
Management buy-ins and buy-outs
Leveraged, secondary and tertiary buy-outs
Involvement of co-investors (e.g. to finance or refinance an expansion or acquire know-how)

Start-ups & Venture Capital

Providing advice and support to start-ups, venture capitalists, business angels and corporates on establishment, participation and financing rounds, roll-outs and exits
Negotiating participation and finance agreements for initial, follow-on and growth financing (including convertible and bridging loans)
Advising on co-investment and minority shareholdings