Dr. Jana Grosbüsch

Compliance

• Corporate law compliance
• Determination of the specific requirements for a compliance system in consideration of the existing compliance culture
• Development of customized compliance guidelines ( Code of Conduct )
• Raising the employees' awareness and training the employees with regard to general and specific compliance questions
• Regular control and further development of the compliance system, if applicable

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)
• 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

Restructuring

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

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
• 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
• Consulting in the case of public take-over bids

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
• Liability of the insolvency administrator

Association law

• 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.

Asset planning, succession, succession law

Asset succession and company succession

• Transfer of company assets
• Foundation of family-owned businesses/family pools
• Lump sum provisions

Asset planning

• Legal structuring of (family-owned) companies