Most problems of the future can be avoided through anticipatory advice and thorough design. If differences arise among shareholders nonetheless, their causes and backgrounds should be investigated in order to achieve a good all-round understanding. Entrepreneurial thinking is required as well, whether clients are family companies or shareholders with diverging starting positions in their environment. A detailed and convincing analysis of the legal situation and its communication are prerequisites for a possible resolution of such differences of opinion. This also includes consideration of the interests of the company and its management. Often it is about power, money and prestige. Judicial disputes are the ultima ratio of all possible solutions.
Our services include:
- Formation of corporations and partnerships, including amendments to their corporate constitution (drafting of articles of association, by-laws, consortium agreements and rules of procedure with implementation of advisory board and supervisory board models, pre-emptive rights and tender obligations, tag-along and drag-along clauses)
- Restructuring of corporate groups with structural decisions (merger, demerger, change of legal form, contribution, spin-off and real division) and group legal structuring through corporate agreements and inter-company relations
- Advising shareholders on all important issues relating to their participation in the company, including succession arrangements with structuring by anticipated inheritance, wills of entrepreneurs, contracts of inheritance or solutions to foundations
- Shareholder disputes before mediators, arbitral tribunals or ordinary courts of law
- Advising managing directors on legal issues relating to corporate governance, reporting obligations and accounting
- Managing director contracts including bonus regulations and liability (including D&O insurance)
- Advising other corporate bodies and their members (advisory board, administrative board, shareholders' committee, supervisory board etc.), in particular also in connection with liability issues (including D&O insurance) and the observance of mandatory regulations on co-determination
- Rules of procedure for the work of corporate bodies
- Shareholder collateral for corporate financing and insolvency law
Our special services for the formation of start-ups and joining investors with special corporate law requirements:
- Financing rounds (seed financing, A, B and C rounds) with equity measures ranging from capital increases to debt to equity swaps including interim financing
- Employer stock option programs (ESOP) and virtual stock option programs (VSOP)
- Exit clauses, including liquidation preference, vesting rules including milestone evaluation, cliff, accelerator
Mergers & acquisitions (M&A):
For decades, a major focus of our activities has been on providing legal advice on the purchase and sale of business units, investments in partnerships and corporations, and the establishment of joint ventures with small and medium volumes of up to €200 million. As a rule, we form small teams of experts to resolve relevant legal issues. Meanwhile, one partner always remains the person responsible for coordinating teamwork and the client's contact person.
We advise our clients on all legal aspects of M&A transactions. Such a transaction may take very different forms, such as the acquisition of a company or a merger of companies. The economic goal pursued by the client is crucial. Advice here begins with a presentation and evaluative analysis of the various possibilities for achieving the objectives; the result is a proposal for a legal construct which, in the case of groups of companies, may well consist of a number of steps to be implemented. First of all, preparatory structuring within the group of the target company or the client company can be considered.
All of this is incorporated into the preparatory documents, investigations and agreements for the transaction, such as letters of intent (LoI), confidentiality agreements (NDA), term sheets as well as investigation and analysis of the target company (due diligence).
Ultimately, we support our clients throughout negotiations of the corporate acquisition agreement. The involvement of our specialists in the areas of intellectual property law, IT law, competition and antitrust law, public law as well as financing in the preparatory measures of a transaction ensures swift progress as a result of in-line processing of the essential legal issues.
The above also applies to transactions involving foreign companies. We have long-standing and proven cooperations in place in this area with renowned commercial law firms in many important countries, including outside Europe.
Your contact personNorbert H. Quack
Tel: +49 711 953 382 0