Corporate / M&A

We advise companies of all sizes, whether corporations or partnerships, including medium-sized, often family-owned, businesses in all fields of corporate law. Primarily, this includes:

• Advice on organizational structure (corporate governance)
• Contractual agreements with executive bodies (general managers, members of executive, supervisory, and advisory boards)
• D&O liability
• Equity and debt financing (capital increases, shareholder loans)
• Cash pools
• Preparing and holding of shareholder and general meetings
• Group law
• Transactions under reorganization law (mergers, spin-offs, change of legal form)
• Joint ventures and strategic partnerships
• Matters of capital market law and restructuring

In addition, we advise our clients on all corporate compliance issues (preventive advice, including by drafting guidelines and training materials, and advice on handling compliance violations).

Our work also focuses on representing clients in disputes, both before ordinary courts and in arbitral proceedings, for example in shareholder disputes or shareholder actions.

When it comes to M&A, we cover such topics as corporate acquisitions and sales, joint ventures, or the acquisition and sale of majority and minority interests.

Additionally, our practice group has extensive experience in advising founders, start-ups, private equity and venture capital investors, and funds. Ranging from seed funding to growth financing (including co-investment or mezzanine investments) up to the exit.

In these areas, we accompany our clients during the entire transaction: structuring, conception, drafting and negotiating contracts, closing, and post-acquisition design.

Specifically, our advice includes:

• Due diligence and legal risk management
• Acquisition structuring and financing
• Drafting and negotiating the contractual documentation (including corporate acquisition contracts, participation agreements, joint venture agreements, or shareholder agreements)
• Implementation of management and employee participation models
• Advice on structured sales processes
• Merger control

Collaborating across offices and legal fields, we merge specializations and capacities into task teams that tackle highly complex legal transactions. Both in terms of quality and efficiency, our teams’ performance compares to significantly larger competitors.        

Internationally, we show the same commitment to quality. Since most of our clients operate outside of Germany, conducting cross-border transactions, our legal advice caters to that.

Worldwide and at all times, we guarantee competent advice to our clients. We are a member of TerraLex, an international network of law firms, and we cooperate with selected partner firms.   

Upon request, we ourselves can regulate legal matters, coordinating foreign lawyers and law firms.

We advise German and international PE firms, family offices, and SMEs on all issues relating to PE business, including legal and tax due diligence, tax structuring, acquisition financing, regulatory law, compliance, transaction advice, post-deal integration into the portfolio, structuring add-on deals in buy-and-build structures, turnaround concepts, and distressed M&As.

Our advisory range includes in particular:

• advice on preparing and performing corporate acquisitions (share and asset deal), minority and majority shareholdings
• drafting red flag due diligence reports
• drafting and negotiating contractual documentation (purchase agreement, shareholder agreement)
• contractual documentation in turnaround / distressed M&A situations
• deal management in bidding procedures
• advice on management investments and carry structures
• ongoing advice to SME portfolio companies, including reorganization

Additionally, we advise our clients on all current challenges they are facing as a result of the COVID-19 crisis. More than 25 experienced and highly qualified lawyers are available to plan and integrate multidisciplinary funding, reorganization, and digitalization concepts for SMEs and investment firms. Our advice does not stop at the much-quote term of “resilience.” Rather, we advise on how to protect your company in times of crisis and on how to implement generic or transactional growth strategies.

We regularly advise financial investors, strategic investors, family offices, and start-ups on all legal and tax issues relating to venture capital investments – from establishing companies through the various phases of growth financing (such as structuring and carrying out funding rounds in the form of majority or minority shareholdings, mezzanine investments, co-investment agreements, management and employee shareholdings, financing on the capital market/crowdfunding) to exits (share deal, asset deal, IPO, strategic transformation/cooperation).

Our advisory range includes in particular:

• advice in connection with investments in companies (due diligence / legal risk management, drafting / negotiating contractual documentation / purchase agreement / investment agreement / shareholders’ agreement, deal management in bidding procedures) and exits
• providing and managing electronic data rooms
• advice on stock options (ESOP), virtual investments (VSOP, phantom shares), incentive and bonus agreements
• ongoing advice to portfolio companies (structural measures, add-on acquisitions)
• structuring public financing rounds, securities, and investments (in particular, electronic crowdfunding)
• drafting family office investment structures