Focus
We primarily advise companies, entrepreneurs, top executives, shareholders and investors in the fields of business and corporate law, including litigation.
This includes in particular the following matters:
Labor Law (executives and board members)
- Drafting and negotiation of service contracts, including remuneration issues, pension commitments and post-contractual non-competition clauses
- Advice regarding the appointment of corporate bodies under company law
- Advice on powers of representation and delegation rules
- Legal structure of corporate management (line, matrix)
- Advice on management investments / participations
- Preparation and examination of rules of procedure
- Examination of liability issues relating to executives and board members
- Dismissal and contract termination of executives and board members
- Advice on separation agreements and severance payments
Compliance / Internal Investigations
- Design and introduction of compliance systems under company and labor law
- Review and revision of existing compliance programs
- Implementation of employee training courses
- Execution and management of compliance investigations
- Advice on compliance violations
Commercial Law
- Drafting of (framework) procurement and supply contracts
- Advice on product development
- Legally compliant design of production (product liability and safety, subcontractors, temporary work)
- Advice on distribution agreements (principals, commercial agents, authorized dealers, commission agents)
- Advice on franchise law
- Legal design of online trading platforms
Corporate Law
- Formation of partnerships and corporations
- Preparation and support of shareholders' and general meetings
- Advice on transformations (changes of legal form, mergers, demergers and spin-offs)
- Structuring of capital measures
- Reorganisation of group structures
- Drafting of company agreements (in particular domination and profit/loss transfer agreements)
- Implementation of squeeze-outs
- Negotiation and conclusion of shareholder agreements / voting agreements / options
- Structuring of sub-participations
Corporate Governance
- Dealing with the German Corporate Governance Code (DCGK)
- Advice on DCGK declarations of conformity
- Design and implementation of rules of procedure and (group) guidelines
- Review, development and introduction of codes of conduct
Mergers & Acquisitions
- Advice on public takeovers (public M&A)
- Accompaniment of (cross-border) company acquisitions and sales
- Advice on mergers and acquisitions (private M&A)
- Representation in private equity and venture capital transactions
- Planning and negotiation of joint ventures, co-operations and minority shareholdings
- Support with manager investments (management buy out and buy in)
- Advice on carve-in and carve-out transactions
- Conception of transaction structure and transaction management
- Carrying out or leading due diligence audits
- Drafting and negotiation of all necessary corporate documents (NDA, MOU, TS etc.)
- Implementation of post-closing restructurings
Private Clients / Family Enterprises / Foundations / Trusts
- Planning, establishment and ongoing advice for foundations/trusts
- Comprehensive advice for family businesses
- Design of a family governance systems
- Implementation of supervisory, family and advisory boards
- Legal support for family offices
- Advice for wealthy private individuals
- Planning and implementation of company successions
- Mediation/arbitration between family tribes
- Support for emergency preparedness
- Preparation of entrepreneurial wills and contracts
- Execution of last wills
Manager & Board Liability
- Examination of breaches of contract
- Examination of the existence of tortious acts
- Advice on insolvency matters
- Representation in D&O insurance cases
Litigation / arbitration proceedings
- Representation in litigation
- Conducting arbitrations (as party representatives or arbitrators)
- Representation in post M&A disputes
- Representation in claims for damages due to capital market liability
- Representation in disputes relating to the increase of cash settlements
- Representation in disputes relating to compensation payments for structural measures
- Advice on shareholder disputes
- Representation in actions for rescission under stock corporation law
- Examination of liability claims for directors and officers
- Advice on compliance violations
- Representation in compensation claims of executive bodies/executives
Restructuring / Reorganization / Insolvency
- Advice to companies in the pre-insolvency area
- Extrajudicial liquidation
- Consultation on restructuring concepts
- Consultation in protective shielding procedures
- Advice on self-management in restructuring situations
- Advice for insolvency creditors, insolvency administrators and trustees
- Advice on the preparation of insolvency plans
- Strategic reorganization of groups
- Defense against rescission claims
- Support in restructuring transactions (distressed M&A)
Start-ups / Venture Capital
- Formation of companies
- Choice of legal form
- Support during the operational activity
- Drafting contracts with suppliers and customers
- Structuring of employee participation programs
- Advice on financing (venture capital)
- Negotiations with investors
- Exit advice