A major area of our practice extending over all industries is constituted by corporate law and company group law questions. Our corporate team advises major listed companies (M-DAX) as well as SMEs, family managed companies or associations and foundations. Apart from our ongoing advice on internal matters (corporate housekeeping), our efficient transaction processing and experience in legal issues relevant to the capital markets are particularly in demand. In addition, many company founders, shareholders and supervisory board members seek our corporate law advice. Core areas of our corporate practice are:
We advise on the selection and structure of the legal form best suited for the economic purpose and draft the appropriate agreements (articles of association and syndicate agreements). If necessary, we can also rapidly complete a formation by means of shelf companies. In the area of corporate law restructuring, we advise on mergers, spin-offs, transformations of legal form and conversions. We also provide support throughout revision of the financial structure (capital measures). We are equally experienced in the corporate law structuring of private and family assets.
We revise articles of association in the course of shareholder changes, for example in connection with the leaving of a shareholder or the entry of the new generation into the company. This may include disputes between shareholders which we conduct effectively and consistently out-of-court. Our expertise is availed of both by companies as well as by shareholders.
We provide support during all project phases of classical takeovers and sales including bid proceedings and due diligence reviews. Also included is defence against attempted blockades and advice in the course of the integration of acquired companies and the reinvestment of sales proceeds received. We clarify sometimes difficult questions of employment law, intellectual property law, anti-trust law or IT, which can arise in the course of a transaction, with the appropriate experts of our law firm. In cross-border projects, we have recourse to our well-tried and proven international network advoc. Our partners in their own jurisdictions are among the leading M&A law firms.
Our advice on questions of internal corporate structures, corporate obligations, work distribution between the organs and the drafting of rules of procedure is guided by the objectives of the company and the interests of all stakeholders. Our experience helps our clients to avoid breaches of legal obligations and resulting liability risks. Based on our many years of advice to a large number of business families, we have special experience in family business governance, i.e. implementation of suitable management and control structures and safeguarding of family cohesion in business matters by employing fair procedures.
We have very comprehensive experience in the preparation and conduct of critical general meetings. We provide support by strategic advice in advance, drafting all documents in connection with the invitation, preparation of guidelines, presence at dress rehearsals as well as in the back office of the general meeting itself.
Our corporate law experts are distinguished by wide experience and effectiveness in litigation before state courts and arbitration tribunals. We represent our clients in disputes between majority and minority shareholders, in management conflicts, in disputes alleging defective resolutions (in particular challenges) and in procedural disputes in connection with the removal of organ members. Procurement reviews and approval and injunction proceedings also belong to our corporate litigation practice. Our clients benefit from our litigation experience also in disputes during or following M&A projects.
We enjoy a nationwide recognised top position in privatisation of public companies and the creation of municipal companies' cooperations in which we act both on the side of the private sector and on the side of the public sector. Our outstanding position is the result of our capacity in the hospital sector and in all questions of public law built up over many years. We also have special know-how on the question of additional pension schemes (Federal and Länder Pension Authority – VBL - and supplementary pension schemes), hospital planning and merger control inherent in these transactions.