Achim Heining

Commercial and distribution law

International distribution (export and import)

• UN Convention of Contracts for the International Sale of Goods
• International supply agreements
• International supply framework agreements
• Internationale order framework agreements
• International General Terms of Purchase and Sale
• International agency agreements
• International distributor contracts (including distribution cartel law)
• Non-disclosure agreements
• Quality assurance agreements
• Letters of credit
• International bank guarantees
• International collateralization of credits on goods
• International sales tax law
• Private international law

National distribution

• Delivery agreements
• Purchase agreements
• Delivery framework agreements
• Order framework agreements
• General Terms of Purchase and Sale
• Warranty regulations
• Guarantee agreements
• Inco terms
• Product liability law
• Insurance law
• Agency agreements
• Distributor contracts (including distribution cartel law)
• Transport law

Proceedings and arbitration proceedings

• Litigation in Germany and abroad
• Enforcement of claims against foreign debtors
• International and national arbitration proceedings (as party representative and arbitrator)
• Strategies for the prevention of proceedings and reduction of risks
• Proceedings for the preservation of evidence, in- and out-of-court

International law

Export and import, international distribution

• International purchase agreements, UN Convention of Contracts for the International Sale of Goods
• International distributor contracts
• International General Terms of Purchase and Sale

International direct investments

• Foundation of subsidiaries abroad
• Joint Ventures
• International purchase and sale of companies
• Management of participations abroad
• Establishment of holding structures

Corporate law/M&A

Incorporation

• 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

Life and growth of the company

• 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)

Restructuring

• Transformation law, transformation tax law
• Consolidation, split, restructuring, contribution, merger
• International mergers and control agreements
• National and international holding structures

Disputes within the company

• 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)

Company succession

• 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

Purchase and sale of companies (M&A)

• 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

Foundation law

• Establishing foundations
• Amendments to the Articles of Association
• Advising foundation bodies (including liability issues, board disputes)