Our expertise includes comprehensive advice in all aspects of corporate law (including the corresponding tax law) covering the whole life cycle of a company:
- beginning with the foundation,
- ongoing support,
- restructuring,
- mergers & acquisition, including share and asset deals and their respective tax-related conceptual design in cooperation with associated tax consultants,
- the design of shareholder agreements,
- to its liquidation.
We offer tailor-made solutions with regard to the individual (entrepreneurial) needs and requirements of our clients to promote their best interests.
As part of the process of solving shareholder conflicts, we develop and use alternative dispute resolution tools as well as forensic strategies. Of course we take into account the relevant tax law implications in each and every case.
References
We have supported companies who purchased as well as companies who sold and investors in their respective transactions. This includes companies from the sectors real estate and service as well as manufacturing with a transaction volume ranging from ca. 0.5 Mio EUR to over 1 Billion EUR. The colleagues working in the field of corporate and commercial law have considerable experience with the restructuring of companies as well as financing transactions and investment projects.
Establishing a company and ongoing support
We offer advise especially concerning the design and negotiation of partnership agreements, articles of association and shareholder agreements and discuss the requirements and needs together with the client, to identify the fitting legal form and provide the company with the most beneficial administrative structures. This includes the differentiation of competence between executives and shareholder as well as the implementation of additional committees or boards, as supervisory or advisory boards etc., if necessary. Our advise is focused on finding and eliminating or minimizing potential conflicts early on.
Transactions
In the area of advising transactions in terms of corporate law, we draft and negotiate especially option contracts and share purchase and assignment agreements. With regard to transactions, we have long-standing expertise in the legal and tax-related challenges involved. We advise our clients from the legal due diligence, the design and implementation of the structure of the planned purchase or sale, drafting and negotiating the transaction documents to the preparation of the execution of the deal (closing).
Succession strategies become a more and more important area of transaction advisory services. In addition to the transfer of the company to family members, the sale or the simple transfer to the management (MBO, MBI) the sale to a strategic investor/financial investor is a possibility. According to our experience, especially the succession requires creativity as well as sensitivity for the situation from the advisor. The inclusion of various other consultants as tax consultants, banks, asset managers etc. is a fundamental element of our advisory concept.
Restructuring
The motivation for restructuring a company is usually tax-related. But also the preparation or post-processing of the acquisition or sale of a company can require restructuring measures.
Our longstanding expertise encompasses especially the interfaces between conversion, corporation, capital market, tax and insolvency law and we coordinate our advise with other consultants. We support our clients with restructuring, merging, converting a company and changing its legal form as well as inter-company agreements, especially control and profit and loss transfer agreements working with our in-house notary and the external registration office.
Financing
The permanent stable, but flexible funding of a company is becoming more and more important. We support companies in designing and negotiating of credit or other financing agreements, including the documentation of the securities. With the adequate preparation or situation of a company accessing the capital market can be an alternative. Beyond the capital market and the classical financing instruments so called hybrid financing has evolved., for example dormant equity holdings, profit participation loans and subordinated loans, where alongside the redemption payments the creditor can demand a share of the debtors’ equity capital.
Different rules apply to acquisition financing concerning collateralizing, redemption and the distribution of profits as to financing investment projects. If the credit is meant for financing a large-scale investment project, which only works effectively as a whole (e.g. a wind energy park), there are certain particularities to consider to prevent jeopardizing values.
Our colleagues are in part very familiar with the area of financing as they have a background in working in this area in a company or a bank before joining HFK Attorneys at Law.
REITs
We have considerable experience from our day-to-day business and the co-writing of relevant publications with the special provisions in company law for German REITs (Real Estate Investment Trusts) and offer outstanding legal advise to our clients concerning the conversion or transformation of existing real estate companies or the foundation as a pre-REIT. Real estate corporations which are already listed, real estate corporations which are not yet listed as well as real estate partnerships, especially closed funds which aim to acquire the status as REIT and companies planning to create a new REIT “from scratch” will find in HFK Attorneys at Law a competent partner at their side.
