Hubert Salmen

Bank and capital market law

• Liability of investment advisers, investment brokers and asset managers
• Law of credit agreements and collateral security
• Law governing banking and financial services supervision
• Guarantees
• Realization of securities
• Consulting for financing and consortium agreements
• Law governing bank contracts including General Terms and Conditions
• Asset management

Tax law

• Consulting with regard to tax planing for all tax types
• Conduction of objection proceedings with regard to all tax types
• Proceedings for the stay of execution and enforcement
• Representation in liability proceedings
• Preparation of voluntary reports of tax evasion including the review and assessment of bank receipts
• Preparation of and support during audits
• Actions before the fiscal court, the Federal Fiscal Court and the European

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)
• 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)
• 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
• 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
• 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)
• Supervisory board, advisory board
• Sale of companies

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

Corporate tax law

• Company related corporate and income tax law
• Inheritance and gift tax law
• Conversion tax law

Insolvency law and reorganization

• 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