Corporate law/M&A
With our specialized teams we support companies, shareholders, and corporate boards in all questions relating to corporate law. As your partner, we will help you establish your company, including choosing the appropriate legal form and drafting the articles of association, provide ongoing support in connection with corporate law issues, and advise you on M&A transactions in Germany and abroad. Another focus of our work is on the resolution of corporate law disputes before courts and arbitration tribunals. We have extensive experience with matters such as challenges to shareholder resolutions, defending against liability claims arising from a person's position on a corporate board, or post-M&A disputes.
We are familiar with the special concerns of family businesses, owner-operated companies, and medium-sized corporate groups. Therefore, we have special expertise in providing legal support to various forms of limited liability companies (GmbH, and GmbH & Co. KG) as well as family pool companies and foundations. As BRANDI has been in existence for over 130 years, we have been advising may entrepreneur families for a long time, often across several generations. The size of our firm and of BRANDI's Corporate Law/M&A Specialist Group allows us to respond promptly to new developments and to provide highly specialized support to our clients, whether in connection with their expansion in Germany and abroad, or in the event of a crisis.
It is our aim to present our clients with clear, practical solutions and concepts that also take tax considerations into account. Involving and cooperating with tax advisors early on is a matter of course for us. In complex matters, such as M&A transactions or reorganizations, we are able to access the expert knowledge of our colleagues from other Specialist Groups and tap into the expertise of our worldwide partner firms within the PANGEA network.
Priorities
- Selection of the legal form (corporate law and tax law)
- Drafting of the partnership agreement, further agreements between the partners
- German stock corporation and private company law (e.g. OHG, KG, GmbH & Co. KG, GmbH, AG, KGaA, eG)
- Societas Europaea (SE)
- Foreign legal forms (e.g. Ltd, Plc, Inc., LLC)
- Trust
- Voting trust, pool and consortium agreements
- Conduction of general meetings and partners' meetings
- Growth financing, corporate finance (borrowed and own capital, cash pool, bank loans, leasing, leasing, factoring, forfaiting, asset-backed securities, mezzanine financing, bonds, bonded loans)
- Participation rights, silent partnerships (typical, atypical)
- Employee participation schemes
- Private equity companies
- Subsidiaries (foundation and acquisition, foreign subsidiaries)
- Partnership agreements, affiliation agreements (in particular control and profit and loss transfer agreements)
- Co-determination
- Corporate compliance, corporate governance
- Cooperation agreements, joint ventures, join ventures in Germany and abroad
- Takeover of other companies (M&A)
- Transformation law, transformation tax law
- Consolidation, split, restructuring, contribution, merger
- International mergers and control agreements
- National and international holding structures
- Squeeze-out
- Support during company reorganization
- Disputes between the partners, with members of bodies and with the company
- Representation of interests out of court (in particular in partners' meetings, general meetings, supervisory board, advisory board)
- Representation of interests in court
- Mediation (as party representative and mediator)
- Arbitration (as party representative and arbitrator)
- Structuring of family assets
- Entrepreneur's last wills
- Gifts, usufruct
- Inheritance tax law
- Foundation (charitable foundation, family foundation)
- International models
- Supervisory board, advisory board
- Execution of wills, administration of estates
- Sale of companies
- Estate settlements
- Preparation of the purchase of a company (tax optimization, bundling of the assets to be sold, separation of assets, sales brochure)
- Determination of the type of sales process (e.g. auction, sale to competitors)
- Selection of the business broker or the investment bank
- Transaction structure (in particular asset or share deal, tax aspects)
- Transaction management
- Agreements prior to due diligence (e.g. non-disclosure agreement, letter of intent)
- Preparation and execution of and support during due diligence (including installation of a(n) (electronic) data room)
- Negotiations
- Drafting of the company purchase agreement
- Distressed M&A, acquisition from the insolvency administrator
- Consulting in the case of public take-over bids
- Purchase of a foreign company
- Purchase by a foreign purchaser
- Company related corporate and income tax law
- Inheritance and gift tax law
- Conversion tax law
- International taxation law
- Preparation and supervision of company reorganization concepts including the creation of rescue companies
- Support of companies and entrepreneurs in case of insolvency both on the side of the creditor and on the side of the debtor
- Representation in disputes regarding insolvency law
- Rights of parties furnishing security and of parties to which a security is furnished in case of insolvency
- Insolvency rescission
- Liability of the insolvency administrator
- Establishing foundations
- Amendments to the Articles of Association
- Advising foundation bodies (including liability issues, board disputes)
- Founding of associations
- Advice on legal questions regarding statutes and association regulations
- Advice on the preparation and implementation of general meetings
- Amendments to the Articles of Association
- Association law
- Advising association bodies (including liability issues, board disputes)
- Structural changes, transformation measures, e.g. spin-offs.
Dr. Christian Behrendt
Lawyer and Notary in and for Detmold
Certified Specialized Attorney in Tax Law
Dr. Axel Brandi
Lawyer und Notar a.D.
Certified Specialized Attorney in Tax Law
Inka Casper
Lawyer
Certified Specialized Attorney in Tenancy and Condominium Law
Dr. Carsten Christophery, LL.M.
Lawyer and Tax Consultant
Certified Specialized Attorney in Tax Law
Dr. Paul Czaplinski
Lawyer and Notary in and for Bielefeld
Certified Specialized Attorney in Commercial and Corporate Law
Dr. Helmut Dröge
Lawyer
Certified Specialized Attorney in Tax Law
Dr. Oliver Ebert
Lawyer
Certified Specialized Attorney in Labor and Employment Law
Dr. Hubertus Eusterbrock
Lawyer and Notary in and for Paderborn
Dr. Josef Fullenkamp
Lawyer
Certified Specialized Attorney in Construction and Architectural Law
Eva-Maria Gottschalk, LL.M.
Lawyer and Notary in and for Gütersloh
Certified Specialized Attorney in Commercial and Corporate Law
Dr. Jana Grosbüsch
Lawyer
Certified Specialized Attorney in Commercial and Corporate Law
Dr. Sven Hasenstab
Lawyer and Notary in and for Hannover
Certified Specialized Attorney in Commercial and Corporate Law
Dr. Josef Heimann, LL.M.
Lawyer and Notary in and for Paderborn
Certified Specialized Attorney in Commercial and Corporate Law
Certified Specialized Attorney in Inheritance Law
Achim Heining
Lawyer and Notary in and for Bielefeld
Certified Specialized Attorney in Commercial and Corporate Law
Dr. Jens Hoffmann
Lawyer and Notary in and for Detmold
Certified Specialized Attorney in Commercial and Corporate Law
Certified Specialized Attorney in Tax Law
Dr. Carsten Hoppmann
Lawyer and Notary in and for Hannover
Certified Specialized Attorney in Commercial and Corporate Law
Certified Specialized Attorney in Intellectual Property Law
Dr. Oliver Knodel
Lawyer and Notary in and for Bielefeld
Certified Specialized Attorney in Commercial and Corporate Law
Certified Foundation Advisor (DSA)
Dr. Steffen Kurth, LL.M.
Lawyer and Notary in and for Bielefeld
Certified Specialized Attorney in Inheritance Law
Specialized adviser for corporate succession (DStV e.V.)
Dr. Robert Lepsien
Lawyer and Notary in and for Minden
Certified Specialized Attorney in Inheritance Law
Certified Specialized Attorney in Commercial and Corporate Law
Certified Specialized Attorney in Labor and Employment Law
Ute Lienenlüke
Lawyer
Certified Specialized Attorney in Commercial and Corporate Law
Dr. Sebastian Meyer, LL.M.
Lawyer and Notary in and for Bielefeld
Certified Specialized Attorney in information technology law (IT-Recht)
Data Protection Auditor (TÜV)
Hubert Salmen
Lawyer and Notary in and for Paderborn
Certified Specialized Attorney in Commercial and Corporate Law
Certified Specialized Attorney in Tax Law
Dr. Franz Tepper, LL.M.
Lawyer
Attorney at Law (New York)
Certified Specialized Attorney in International Business Law
Victoria Wessel
Lawyer and Notary in and for Paderborn
Certified Specialized Attorney in Inheritance Law
Certified Specialized Attorney in Commercial and Corporate Law
Dr. Nils Wigginghaus
Lawyer and Notary in and for Gütersloh
Certified Specialized Attorney in International Business Law