Corporate

Maybe you are planning to restructure your group or company, you need assistance in an upcoming strategic transaction or you are involved in a critical dispute with shareholders, stakeholders or corporate bodies. In these kinds of projects, we can provide you with excellent, innovative corporate law advice.

Law firm of the Year for Corporate Law

JUVE 2021

specialists

We will put together an individual team for you, led by experienced corporate lawyers. It will work hand-in-hand with colleagues from other practice areas such as M&A, capital markets and tax to take a holistic approach to issues and provide you with the best results possible. For these purposes, we often draw upon our extensive international network of partner firms, which we have developed over decades. As a result, we have been one of Germany’s leading corporate law firms for many years.

Your Services

Corporate transactions and group structuring

Reorganisations of corporate groups, including carve-outs, national and cross-border mergers, de-mergers, spin-offs and changes in legal form
Capital measures of listed/non-listed companies
Repurchasing treasury shares/share buy-back programmes
Intragroup agreements and other corporate organisational agreements
Strategic response management and takeover defence
PIPE and anchor investor transactions
(De-)SPAC transactions
Joint Ventures
Founding and use of SEs (Societas Europaea)
Employee co-determination, especially in corporate structures

Further information can be found at M&A and Capital Markets.

Corporate governance, boardroom advice

Corporate governance structures, diversity and inclusion in corporate bodies and executive positions
Advising corporate bodies and their members regarding their obligations, including business judgement rule opinions, especially with regard to M&A transactions and in compliance-relevant situations
Activism preparedness/activism defense
Capital markets, investor and stakeholder communication
Post-admission obligations, especially under the EU Market Abuse Regulation (MAR) and the German Securities Trading Act, e.g. insider trading and ad hoc publicity, voting rights notification, managers’ transactions
Management remuneration and compensation and incentive schemes for board members and employees
Compliance structures and internal compliance investigations, including legal assessments of follow-up issues

Further information can be found at ESG and Compliance & internal investigations.

General and shareholders’ meetings

AGMs and other shareholders’ meetings of listed and non-listed companies, particularly in critical situations (such as squeeze-outs, concluding intragroup agreements, capital measures, changes in legal form, compliance-relevant situations and critical situations in family-owned companies)
Partners’ meetings of partnerships
Advising board members and chairpersons on organising and conducting general and shareholders’ meetings

Family-owned companies

Organising and structuring family-owned companies and their corporate governance
Advising entrepreneurial families, especially on generational change and succession matters
Acquisition and sale of family-owned companies, IPOs and financing of family-owned companies

Further information can be found at Family-owned businesses and private clients.

Corporate litigation

Corporate litigation, especially following general meetings and shareholders’ meetings (actions to set aside, proceedings for the approval of entry of resolutions in the commercial register or proceedings reviewing payments to minority shareholders following takeovers)
Directors’ and officers’ (D&O) liability and insurance
Company valuations (by our own Advisory team)

Further information can be found at Corporate & Financial Litigation, Arbitration and Advisory.

Selected projects

Allianz Group
Advising on global reorganisation of Long-Term Incentive Plans (LTIPs) and their financing
Bayer
Advising on the divestment of Bayer’s global digital farming business as a condition for the acquisition of Monsanto
BEFESA
Advising Luxembourg-based BEFESA S.A., listed on the Frankfurt Stock Exchange, on the acquisition of the US company American Zinc Recycling Corp. and a capital increase to finance the acquisition
CECONOMY
Advising on the agreement with Convergenta to simplify the corporate structure of MediaMarktSaturn, including a capital increase against contribution in kind and the issuance of convertible bonds as well as on shareholder disputes
comdirect bank/Commerzbank
Advising comdirect bank AG comprehensively in the context of the merger announced by Commerzbank AG of the direct bank with Commerzbank by absorption (known as a squeeze-out under the law on corporate conversions) in a virtual general meeting
Daimler
Advising on the investment in the global ride-hailing joint-venture Taxify
Deutsche Börse
Advising the supervisory board in connection with insider trading allegations against the former chairman of the executive board
Deutsche Finanzagentur
Advising the agency representing the German government on the financial markets on a stabilisation package for TUI AG through the federal Economic Stabilisation Fund
Deutsche Telekom
Advising on setting up a joint venture to build and operate four million fibre-optic lines as well as on a joint venture agreement on an investment in fibre infrastructure with EWE AG
Generali
Advising on the reorganisation in connection with the sale of the German life insurance business to Viridium Group
HelloFresh
Advising on a capital increase, the conversion into an SE, the preparation of the IPO and general meetings
KERING
Advising on the reduction of the shareholding in PUMA S.E. by way of a cross-border dividend in kind and on the sale of further PUMA shares by way of an accelerated bookbuilding process
KPS Capital Partners
Advising on the acquisition of the aluminum rolling business of Norsk Hydro in a carve-out transaction
Omnicom
Advising on the creation of the new global “Team X” division and the termination of the Russian business
Panasonic
Advising on the carve-out and sale of the Vossloh-Schwabe Group in a bidding process to the financial investor Fidelium Partners
RIB Software
Advising on the IPO, various capital increases, the takeover bid by French Schneider Electric SE and the subsequent squeeze-out under stock corporation law
Rocket Internet
Ongoing advice on stock corporation and capital markets law, including conversion into an SE, general meetings and several complex reorganisations/conversions within the group
Schwarz Group
Advising on the acquisition of waste management and recycling assets in a carve-out transaction from SUEZ
Scout24
Sale of AutoScout24 in a carve-out transaction to Hellman & Friedman; structuring as well as implementation of new group-wide long-term incentive plan for all executives of the Scout24 Group
TAG Immobilien
Ongoing advice on stock corporation and capital markets law, including general meetings, squeeze-outs and concluding intercompany agreements as well as on several equity and debt issues

Contacts

Show team

Michael Brellochs+49 89 28628361

Martin Neuhaus+49 211 49986156

“A pillar among domestic German firms, with an excellent international outreach... Trusted by international investors and domestic giants alike, the firm boasts an impressive clientele of high-profile international and German companies alike… They are definitely top level. Their skill, knowledge, responsiveness and personality of lawyers are above all others on their level. A very professional firm with exceptional quality.”

Law Firm of the Year 2020, Chambers Europe Awards

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