Expertise

Advice in all areas of business law. Efficient, pragmatic, amazing.

  • Mergers & AcquisitionsClose

    We advise purchasers and sellers during all stages of mergers & acquisitions and in a broad variety of situations, often in an international context. Thanks to our experience and our set-up, we offer professional support for transactions of various sizes. Depending on the client's needs, we can coordinate and organize transactions comprehensively or provide advice only on selected matters.

    Special subjects

    Acquisitions of companies in various situations

    • Acquisitions by German and international clients
    • Acquisitions of companies by financial investors
    • Acquisitions of corporations and partnerships
    • Acquisitions of listed companies
    • Joint ventures
    • Company succession
    • Acquisitions in distress situations

    Organization and coordination of transactions

    • national
    • international

    Due Diligence

    • Preparation of due diligence reports in accordance with specific requirements (financiers, W&I insurance companies, vendor due diligence)
    • Data room management

    Structuring equity participations

    • Share deals
    • Asset deals
    • Investments in the context of capital increases
    • Carve-out transactions
    • Acquisition financing
    • Tax optimization 

    Contract structuring and negotiation

    • Private transaction with exclusivity
    • Auction proceedings

    Post-merger services

  • Company lawClose

    We advise on the full range of limited liability company, stock corporation, and partnership law, including laws on corporate groups and on company transformation, often at the interface with our other core areas of experience: mergers & acquisitions, private equity, venture capital, capital market law, as well as restructuring and insolvency. We support companies, shareholders, members of executive bodies, and investors in areas such as ongoing corporate advice as well as corporate housekeeping and complex corporate reorganizations or act for them in individual matters. Our company law practise is also closely connected to our dispute resolution practise.

    Special subjects

    Formation of companies

    Shareholder and investor agreements

    Capital and structural measures under company law

    • Capital increases and other financing activities, including in the context of distress situations
    • Mergers
    • Spin-offs
    • Transformations
    • Takeovers
    • Post-merger integration

    Corporate housekeeping 

    • Shareholders’ meetings
    • Corporate governance issues

    Advice for members of executive bodies

    • D&O liability and how to avoid it

    Advice related to corporate disputes

  • Litigation, arbitration, and ADRClose

    Our dispute resolution practice is distinguished by advisory services and by representation of our clients before state courts and arbitration panels and in alternative dispute resolution proceedings. We are often retained in connection with complex, extensive cases that are of high strategic importance for the client. We reqularly represent our clients’ interests in an international context.

    Special subjects

    Disputes involving financial institutions

    • Disputes involving capital market law 
    • Disputes relating to financial products
    • Conflicts in the area of financial futures transactions or OTC derivatives
    • Conventional liability for investment advice 
    • Complex disputes between banks and institutional investors
    • Financial disputes related to loans, loan collateral, and bank guarantees
    • Potential conflicts, for example with respect to handling negative interest or manipulating market parameters 

    Corporate disputes

    • Disputes in corporations and partnerships or in the context of corporate groups
    • Advisory services for companies, members of executive bodies, and shareholders involved in conflicts relating to the rights and obligations of shareholders
    • Advice in the event of liability claims under company law
    • Advice during conflicts when shareholders join or resign from a company
    • Advice in the event of conflicts on the occasion of shareholders’ meetings

    Disputes related to M&A transactions

    • Conflicts associated with initiating M&A transactions
    • Disputes concerning the formation, interpretation, and effectiveness of M&A agreements
    • Disputes involving disagreements about proper fulfilment of contractual duties
    • Disputes related to guarantees under M&A agreements
    • Complex disagreements, for example in the context of company valuations, purchase price adjustment clauses, or earnout clauses

    Disputes related to insolvency law

  • Private equity and venture capitalClose

    One focus of our activity is advising private equity, venture capital, and other financial investors and advising on transactions involving these investors. We are very familiar with the specific requirements and market standards of the venture capital and growth capital sectors. In addition to our experience with the purchase of companies and equity participations in companies, as well as financing rounds, we also know how to structure management equity participations and to draft contracts for carried interest structures for funds. Our core skills also include advisory services for executive bodies (such as members of management boards, managing directors, and members of supervisory boards or advisory boards) and managers in the context of private equity and venture capital transactions. Based on client requirements, we can also provide tax advice in connection with private equity or venture capital investments.

    Special subjects

    Acquisition and sale of companies and equity participations by financial investors 

    • Purchase and sale of companies or shares
    • Structuring and drafting contracts for buy-out or buy-in transactions
    • Auction procedures
    • Participation and shareholder agreements
    • Advice when structuring financing or refinancing transactions
    • Financing rounds and capital increases
    • Recapitalizations (recaps)
    • IPOs and the purchase and sale of listed shares

    Management equity participations

    • Structuring virtual and »real« equity participations in companies and management incentives (such as exit bonuses and virtual shares)
    • Drafting employment contracts

    Carried interest structures for funds

    • Drafting contracts for carried interest structures for funds
    • Drafting contracts for managers/employees of the financial investor

    Advising executive bodies or managers 

    • Advising founders/shareholders in connection with the participation of financial investors
    • Advising members of management boards, managing directors, and members of supervisory boards or advisory boards in the context of equity participations in other companies or in connection with the sale of a company or shares in a company, a financing round, or an IPO

    Tax advisory services in connection with private equity and venture capital investments

    • Tax optimization and drafting contracts to maximize tax benefits
    • Tax due diligence
    • Company audits and conducting tax proceedings (including before the tax courts)
  • Real estate lawClose

    We have many years of experience in real estate law, particularly with the purchase and sale of real estate portfolios.

    Special subjects

    Transactions

    • Structuring, negotiating, and settling purchases and sales of all types of real estate in share and asset deals or under sale and lease-back arrangements

    Real Estate Private Equity

    • Advising on transactions involving real estate firms with large real estate portfolios

    Joint Ventures

    • Joint acquisition or joint development of properties

    Project development

    • Support for drafting contracts in connection with real estate development projects

    Asset Management

    • Support for leasing, development, and maintenance, or outsourcing of services (property management and facility management)

    Tax structuring

    • Preparation and subsequent optimization of acquisition, participatory, and contractual structures (tax optimization)

    Financing

    • Advising borrowers, lenders, and lead managers in the context of real estate financing

    Restructuring

    • Restructuring of real estate firms, portfolios, and financing
    • Sale and acquisition of real estate in a crisis situation

    Disputes

    • Representation in legal proceedings related to real estate law, advising on appropriately avoiding or resolving disputes (including mediation)
  • Restructuring and insolvency lawClose

    We advise companies, shareholders, banks, bank syndicates and investors in connection with financial restructuring measures and insolvency law issues. We also offer support for investors when purchasing companies in distress and advise creditors in connection with issues of insolvency law. Furthermore, we assert our clients’ claims in debtors’ insolvency proceedings and defend our clients against claims related to insolvency proceedings.

    Special subjects

    Financial restructuring measures

    • Standstill and waiver agreements
    • Equity measures 
    • Mezzanine capital investments 
    • Bridge and restructuring loans and adjustments to existing financing agreements 
    • Accounting measures
    • Collateral agreements, changes to existing collateral, collateral trust agreements
    • Agreements on the creation of restructuring trusts
    • Strategies for the use of »Plan B« options

    Advising investors purchasing companies in distress

    Advising creditors in asserting or securing claims before or during insolvency

    Advising members of executive bodies, shareholders, and other stakeholders on how to avoid liability

    Asserting claims in the context of insolvency proceedings and defending against such claims, for example in connection with claw back

  • Capital market lawsClose

    We advise domestic and foreign clients on all capital markets law matters and represent them vis-à-vis stock exchanges and regulatory authorities.

    Special subjects

    Advising listed companies in day-to-day capital markets laws matters

    Capital markets law advice on public M&A transactions and on block trades

    Insider law and ad hoc disclosures

    Assistance and support in proceedings involving BaFin (the German financial supervisory authority)

    Advice on structural and capital measures, e.g. acquisition of own shares

  • FinancingClose

    We advise companies, shareholders, and banks in connection with various types of national and international financing. Our services cover syndicated and bilateral loans, acquisition and real estate financing, the restructuring and refinancing of existing corporate loans, loans in the real estate sector, and the processing of loan commitments.

    Special subjects

    Loan agreements including syndicated loans

    Acquisition financing 

    Shareholder loans and other types of shareholder financing

    Real estate financing

    Collateral agreements

    Mezzanine and hybrid financing instruments

    Debt securities

    Restructuring and refinancing of corporate loans

    Work-out of loans

  • Tax law and succession planningClose

    As specialized attorneys and tax advisors, we advise and represent clients in matters requiring particular tax know-how. We are experienced in drafting and negotiating tax-relevant contracts. We have an outstanding record of success in tax proceedings, thanks to our dedication and experience. Our tax planning and structuring has relieved our clients of major tax burdens. Because we are so specialized, we never compete with our clients’ permanent legal and tax advisors; we only supplement their services to the extent requested.

    Special subjects

    Purchase and sale of companies in different situations (including structuring private equity and venture capital transactions and tax due diligence)

    Purchase and sale of real estate and real estate portfolios

    Advisory services and drafting of contracts for financial transactions, (financial) restructuring, and company crises and insolvency

    Shareholder disputes and the splitting of company assets, particularly in family companies

    Asset and company succession planning and structuring (including foundations and laws governing non-profit status)

    Company transformations, executive bodies and taxes in corporate groups

    Assertion of civil claims related to taxes (out-of-court, in court, and during arbitration proceedings)

    • Claims under contractual tax clauses (for example from purchases of companies) 
    • Advisor liability 
    • Claims related to failed tax optimization models (such as cum/ex or cum/cum)

    Tax procedures (tax audits, tax court proceedings, investigations, and voluntary disclosure)

    Expert tax opinions and requests for binding information

    Cross-border tax structuring and international mutual agreement procedures

    Advice on special types and forms of taxation (such as inheritance and gift tax, value-added tax, real estate transfer tax, wage tax, capital gains tax/flat-rate tax on property, and energy tax)

  • NotaryClose

    Our notary team delivers a smooth and excellent service when handling all matters of our German and international clients requiring notarization at the highest level. Our notary, who specializes in business law, focuses on corporate and real estate transactions and financing and on company and transformation law.

    Special subjects

    Company purchase agreements (share and asset deals)

    Real estate transactions (share and asset deals, portfolios, developer agreements)

    Formation and ongoing notary services for companies of any legal form

    • Formation
    • Shareholder and participation agreements, joint ventures
    • Capital measures
    • Amending bylaws 
    • Appointing/dismissing members of executive bodies and authorized signatories
    • Control and/or profit transfer agreements
    • Mergers, including cross-border (in-bound and out-bound)
    • Spin-offs
    • Changes in legal form
    • Liquidation
    • Establishing branches of foreign companies

    Providing collateral (liens on real property, liens and shares in a business)