BRANDI lawyers.
Dr. Bernhard König
About me
- Born in 1954
- Legal studies at the University of Münster
- First Exam ("1. Staatsexamen") in 1979
- Legal clerkship ("Refrendariat") at the Paderborn District Court
- Second (Bar) Exam ("2. Staatsexamen") in 1983
- Research assistant at the Chair for Civil Law and Labor Law at the University of Münster, 1983 to 1985
- Doctor of Laws (Dr. jur.) 1985
- Employed at Bayerische Hypotheken- und Wechselbank, 1986 to 1987
- Bar admission in 1987 and with the firm since then
Competence
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
Publications
Monographs
- Befristete Arbeitsverträge im Hochschulbereich,
jur. Diss., Münster 1985
Contributions to books
- Beiträge in Arens/Tepper, Praxishandbuch Gesellschaftsrecht, 2. Auflage 2013
Kapitel 3 Das Mandat im Rahmen der werbenden Gesellschaft
§ 13 Haftung der Geschäftsführungs- und Vertretungsorgane - Das gesellschaftsrechtliche Mandat, Arens/Tepper, 1. Auflage, 2007
Kapitel 3, S. 341 ff.
§ 13 Haftung der Geschäftsführungs- und Vertretungsorgane
Memberships
- Deutscher Anwaltverein
- Deutscher Juristentag