From its beginnings, our firm has focused on corporate law and Mergers & Acquisitions.
We provide our clients with comprehensive advice on all aspects of the law of partnerships and corporations. At the stage of incorporation
• Selection of proper business types (corporations, such as AG, KGaA, SE,GmbH, commercial partnerships, such as GmbH & co. KG, KG, oHG, civil-law partnership, private foundation, association, cooperative, etc.)
• Consulting for new entrepreneurs, start-ups and investors, including tailor-made and sustainable structuring plans for shareholdings and managerial control
• Drafting and negotiating of partnership agreements, articles of association, investment agreements, contribution agreements, shareholder agreements, pooling agreements, etc.
• Structuring of investment companies, including consulting on regulatory matters we assist by helping select the proper legal form and by drawing up tailor-made structures for shareholdings and managerial control.
In the same vein, we provide comprehensive consulting on all matters of corporate finance
• Corporate and investor consulting on private equity investments and venture capital financing
• Capital increases of all types, rights issues, PIPEs, etc. (See also Capital Markets Law)
• Mezzanine financing (issue of conversion/option rights, profit participation certificates, etc.)
• IPOs (see also Capital Markets Law)
• Public offerings of securities and other investments (see also Capital Markets Law) . Be it capital increases or mezzanine financing in private equity and venture capital transactions, IPOs or public offerings: we support both listed and non-listed companies in all forms of financial and other capital & structural measures • All other capital measures such as capital reductions, purchase of treasury stock, stock splits/consolidations
• Conversions and all other forms of reorganization (see also Mergers & Acquisitions), exit and liquidation
• Restructuring of investment companies (see also Capital Markets Law)
• Consulting on business crises and insolvencies , including, when necessary, in times of crisis.
Our clients likewise rely on our legal advice in corporate governance
• Comprehensive and continuous consulting for both listed and non-listed companies on stock corporation law and the law of limited liability companies
• General meetings and other shareholder meetings, including interaction with opposing shareholders, plaintiffs in securities litigation, etc.
• Legal consulting for supervisory boards, management boards and CEOs
• Compliance issues
• Corporate control in company groups (control and profit transfer agreements, factual corporate control issues, etc.)
• Executive compensation, stock option programs and other variable remuneration models
• Legal consulting for corporate bodies on corporate crises
• Legal consulting on directors' responsibilities and liability issues
• Comprehensive consulting for publicly traded companies and family-managed business partnerships . We are in demand when it comes to consulting on general meetings of listed corporations, investment funds or family-managed private limited companies. Our consulting services further extend to all remuneration and liability matters of supervisory boards, management boards and CEOs.
We are specialists in Mergers & Acquisitions
• Business acquisitions and disposal as share/asset deals, incl. multi-jurisdictional M&A
• Public takeovers (incl. stake building and warehousing)
• Secondary buy-outs, LBOs, MBOs, MBIs
• Mergers, all other forms of conversion and reorganization, including cross-border transformation and restructuring (see also Other Capital & Structural Measures)
• Joint ventures, minority investments - national and international
• Distressed opportunities
• Insolvency-based business acquisitions
• Corporate succession
• Integration of all relevant legal aspects in transactions affecting multiple law fields such as anti-trust law, real estate law, finance, IP law and employment law (business acquisitions, takeovers, conversions, reorganizations, etc.), on a national and international level. We often deal with cross-border business transactions or international joint ventures. Add to that our expertise in insolvency-based business acquisitions and corporate succession. Our attorneys cover all essential fields of law affecting business transactions, from corporate law, anti-trust law, finance and real estate up to IP and employment law; in other words, all-around expert teams destined to make your transaction a success.
As our client, you can count on our comprehensive legal expertise not only when it comes to transactions and ongoing corporate matters. Also in contentious cases we are prepared to assist you effectively, drawing on our competence and experience in litigation and arbitration
• Shareholder litigation, including actions for disclosure, shareholders’ resolution challenges, exclusion proceedings and settlement disputes
• Post-M&A litigation
• Alternative dispute resolution (ADR), both in ad-hoc arbitration proceedings and in arbitration proceedings under the rules of the relevant arbitration organizations
• Complaints for rescission of shareholders’ resolutions, interim proceedings and award proceedings under stock corporation law
• Corporate and manager liability proceedings .