Focus
We primarily advise companies, entrepreneurs, top executives, shareholders and investors in the fields of business and corporate law, including litigation. Another focus is advising companies in the area of Environment, Social and Governance (ESG).
This includes in particular the following matters:
Environment, Social & Governance (ESG)
- Advice on the design of non-financial reporting in the annual reports
- Advice on implementing social aspects in the company (diversity, new work, employee participation, etc.)
- Advice on the design and control of international supply chains with regard to compliance with ESG standards, also acc. to supply chain due diligence act
- Advice on the design of sustainable corporate governance (executive compensation, advisory and supervisory board design, stakeholder management, etc.)
- Monitoring of ongoing regulation of ESG issues and their implementation
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
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
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
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
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
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
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)
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
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
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
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
- Establishment and maintenance of the (anonymous) whistleblower hotline (Whistleblower Protection Act)