Dr. Bernhard König

Commercial and distribution law

National distribution

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

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

Cartel law

• Application of intended mergers (merger control)
• Representation in preliminary proceedings before cartel authorities
• Civil antitrust law (compensation for damages, abuse of dominant market position, obstruction of competitors)
• Distribution cartel law (supply provisions, exclusivity agreements, non-competition clauses)
• Contract design

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
• Squeeze-out
• Support during company reorganization

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

Insolvency law and reorganization

• 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

Asset planning, succession, succession law

Succession law

• Design of last wills
• Revocation of a last will
• Contracts of inheritance (notarial)
• Withdrawal from a contract of inheritance
• Directions pertaining to legacies and conditions
• Prior and subsequent succession, also excepted prior succession
• Order of the execution of a will
• Will to the benefit of persons with disabilities, in need or overly indebted
• Provisions for the offsetting and balancing of gifts
• Renunciation of inheritance
• Renunciation to the compulsory portion
• Inheritance tax
• Agricultural succession law (farm regulations)
• Determination of the legal succession including spousal inheritance rights
• Acceptance and renunciation of the inheritance
• Contesting of the acceptance of an inheritance
• Securing the estate through curatorship of the estate
• Liabilities of the heirs, obligations of the estate
• Administration of estates
• Insolvency of estates
• Community of heirs
• Contesting a will
• Interpretation of a will
• Accepting or rejecting the office of the executor
• Remuneration of the executor
• Dismission of the executor from office
• Compulsory portion regulations
• Obligation of the heir to furnish information
• Offsetting of gifts against the compulsory portion
• Request for the issuance of a certificate of inheritance
• Revocation of a certificate of inheritance
• Purchase of an inheritance, transfer of shares of an inheritance