Hubert Salmen

  • Lawyer and Notary
  • Specialist Lawyer for Trade and Company Law
  • Specialist Lawyer for Tax Law

 

Office: Paderborn
T +49 5251 773 5 - 0
F +49 5251 773 5 - 99
hubert.salmen(at)brandi.net
Languages: German, English

About me

  • Born in 1970
  • Trained and worked as a bank clerk at Sparkasse Paderborn from 1990 to 1993
  • Studied law at the University of Bielefeld
  • First bar exam in 1998
  • Legal clerkship at the District Court of Hildesheim from 1998 to 2000
  • Second bar exam in 2000
  • Attorney at the law firm of Kümmerlein Simon & Partner in Essen from 2000 to 2003
  • Company lawyer at Ideenkapital AG in Düsseldorf from 2003 to 2005
  • Attorney at the law firm of BMS Rechtsanwälte Steuerberater in Düsseldorf from 2005 to 2010
  • With the firm since 2010
  • Specialist Lawyer for Trade and Company Law since 2014
  • Notary since 2014
  • Specialist Lawyer for Tax Law since 2015

Expertise

     

    Corporate law

    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
    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 and support during audits
    • Actions before the fiscal court, the Federal Fiscal Court and the European Court of Justice
    • Constitutional complaints
    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

    Publications

    Contributions to books

    • Beiträge in Arens/Tepper, Praxishandbuch Gesellschaftsrecht, 2. Auflage 2013
      Kapitel 1 Die Aufnahme des Mandats
      § 1 Das Anwaltliche Mandat
    • Das gesellschaftsrechtliche Mandat, Arens/Tepper, 2. Auflage, 2012

    Articles

    • "Jahresbeiträge zur EdW für die Jahre 1999 bis 2001 verfassungsgemäß - und zukünftig?"
      in: Asscompact Februar 2010
    • "Kündigung des Vermittlervertrages - Wem gehören die Kunden?"
      in: Versicherungsmagazin Februar 2010
    • "Inkasso: zulassungspflichtige Rechtsdienstleistung!"
      in: Honorarberatung Recht 1/2010
    • "Urteil: Sparkassen dürfen Geldautomaten nicht sperren"
      in: Bankmagazin online Juni 2010