Unternehmensrecht

Corporate law

The corporate law competence team deals with all corporate issues starting from formation, via corporate and tax optimized structure and all topics of "living companies", to liquidation.

The working group is comprised of lawyers from the various offices. Their objective is to specialize in partial areas, while preserving the overview of corporate law as a whole. In case of comprehensive assignments - in particular large transactions or reorganizations - we put together case-specific teams, who will handle the case under the leadership of a lawyer.

On a case-by-base basis we also cooperate with members of other competence teams (e.g., labor law, competition law).

Legal fields and services

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

Corporate tax law

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

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

Lawyers in charge