BRANDI lawyers.
Hubert Salmen
About me
- Born in 1970
- Trained and worked as a bank clerk at Sparkasse Paderborn from 1990 to 1993
- Studied law at Bielefeld University
- First Exam ("1. Staatsexamen") in 1998
- Legal clerkship ("Refrendariat") at the Hildesheim District Court from 1998 to 2000
- Second (Bar) Exam ("2. Staatsexamen") 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
- Fulfillment of the theoretical requirements for the title of "Certified Specialized Attorney in Tax Law" (2005)
- Attorney at the law firm of BMS Rechtsanwälte Steuerberater in Düsseldorf from 2005 to 2010
- With the firm since 2010
- Certified Specialized Attorney in Commercial and Corporate Law since 2014
- Notary since 2014
- Certified Specialized Attorney in Tax Law since 2015
Competence
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
Publications
Essays
- Urteil: Sparkassen dürfen Geldautomaten nicht sperren
in: Bankmagazin online Juni 2010 - 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
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
Memberships
- Deutscher Anwaltverein
- Arbeitsgemeinschaft Bank- und Kapitalmarktrecht im Deutschen Anwaltsverein