Our expertise covers all areas of corporate law and the entire „life cycle” of a company or partnership:
- starting at the formation,
- via ongoing advice (corporate housekeeping),
- reorganizations,
- the acquisition of other companies or the sale of business lines, by way of share deal or asset deal including tax structuring in cooperation with associated tax advisers,
- shareholder agreements,
- as far as liquidation of a company.
We focus on the law of limited liability companies (GmbH) and stock corporations (AG) as well as the law of commercial partnerships, i.e. general partnership (OHG) and limited partnership (KG).
In all aspects we offer to our clients solutions which are tailored to the client’s specific needs. We know the needs of mid-sized businesses and entrepreneurs and understand their language from our day-to-day business with our clients and because we are a mid-sized business. Based on the expertise of our colleagues working in this field of law we are also familiar with the requirements of larger businesses, financial investors, non-profit organizations and governmental agencies.
Expertise
Our colleagues advising in corporate law have advised sellers and purchasers, entrepreneurs and financial investors, on numerous acquisitions and sales of large, mid sized and small businesses. In most cases the businesses are part of the housing, services, fashion, technology/electronics and automotive industries with transaction values ranging from € 500,000 to more than € 1 Billion. Our colleagues specialized in corporate law draw on rich experiences in corporate reorganizations and the financing of acquisitions and projects as well as advising and representing clients in shareholder disputes.
Formation and Corporate Housekeeping
In the field of formation and corporate housekeeping we advise our clients in designing and negotiating partnership agreements, articles of association, and shareholder agreements. Prior to putting the drafts to paper we discuss with the client its needs and expectations in order to identify the legal form that serves best these needs and to provide the company with the ideal governance structure. This includes assigning competences to management and shareholders as well as implementing possible further corporate bodies, e.g. supervisory boards, advisory boards, shareholder committees, etc. In most cases it is advisable to implement rules of procedure for the management and other boards, if any, in stock corporations for management and supervisory boards, which define the competences, procedures, etc. In close cooperation with the client we create tailor-made solutions.
Transactions
In the area of corporate law transaction advice we draft and negotiate option agreements, share purchase agreements and business purchase agreements. Our colleagues advising in corporate law draw on long experiences in legal advice related to the sale or acquisition of businesses by share or asset deal. Our advice covers the legal due diligence, designing and setti8ng up the acquisition or sale structure, drafting and negotiating the transaction documents as well as preparing the closing of the transaction. It goes without saying that we tailor the transaction documents to the needs of the client considering the results of the due diligence.
An important part of corporate transaction advice is corporate succession, i.e., if the owner of a business intends to transfer the business to new owners for reasons of age or other reasons. Besides a transfer of the business to family members the owner may also consider a sale of the business or the mere appointment of a new management. Between a sale to a strategic investor via a sale to the management team to the entry of a financial investor including several kinds of management participation by way of management buy-out or management buy-in there are almost no limits to creativity. In team with competent tax advisers we develop the optimum solution for corporate, civil and, of course, tax law purposes.
Reorganizations
Corporate reorganizations are implemented for various reasons. Often, the reason lies in changes in the tax law. Also in preparation for, or the aftermath of, an acquisition or sale of a business calls in many cases for reorganization of the company. The growth of the business and a wish for going public may require reorganizations as well.
Based on the long experience our colleagues advising in corporate law have in the field of reorganization law and group law we are in a position to provide competent advice to our clients in this area. We design reorganizations and all kinds of group structures and implement the relevant documentation. We support our clients in mergers, consolidations, split-ups, split-offs, changes of the legal form and affiliation agreements, namely domination and/or profit transfer agreements.
Based on the extensive experience of our colleagues in this area of law we are familiar with the practice of the notaries and the registry courts. In critical cases we discuss the matters with the notary and the relevant persons at the registry court in order to avoid delays in the implementation of the measures intended.
Finance
When a company needs debt finance we advise it in the negotiation of credit and other finance agreements including security agreements. Depending on the financial position of the company, the reason for the funding requirements and the situation at the financial markets the company may consider several forms of financing.
Besides classic credit facilities that may be secured by senior or junior ranking liens hybrid forms of financing may come to mind, e.g. silent partnerships, profit participating loans and junior ranking loans under which the lender may request a share in the borrower’s equity in addition to repayment.
Acquisition financing follows other rules in terms of collateralization, repayment and payment of dividends than project financing. If the credit facility serves the payment for a large project that is commercially useful only as a whole (e.g. a wind energy park) certain rules should be followed when it comes to collateralization in order to avoid smashing values.
We have the know-how to advise companies in acquisition and project financing competently. We know the restrictions applying in particular to corporations and see to it that the management does not take unexpected or unacceptable liability risks when signing the finance and security agreements.
REITs
Based on the experience of our colleagues and the participation in relevant publications we are perfectly familiar with the corporate law special provisions applicable to G-REITs and can advise our clients on their way to reaching G-REIT status at a high professional standard. This applies to the reorganization of existing real estate companies or the new formation as so called pre-REIT. We are the competent advisers to real estate corporations, whether already listed or not, real estate partnerships, namely closed-end funds that aim at reaching G-REIT status, as well as entrepreneurs that want to create a G-REIT from scratch.
