Corporate

Being one step ahead. Implementing individual solutions. Combining the legal and economic perspective. Providing first class advice.

For further information about our Corporate practice Dr Andreas Merkner is at your disposal at any time.

 

Corporate

Advising on corporate law is a core competence of ours. Our corporate law practice is at the leading edge of the market and covers the entire spectrum of advice. Our clients in corporate law include DAX and MDAX listed stock corporations as well as medium-sized companies and family-run partnerships.

We provide legal advice to companies, their management, and supervisory boards as well as shareholders on all relevant issues and in all "life phases" of the company. Our clients trust us, for example, with the establishment and further development of their corporate and group law structures and governance. We accompany shareholder meetings of medium-sized companies as well as general meetings of stock exchange listed companies.

In addition, we counsel companies in the preparation and implementation of corporate actions as well as structural measures under stock corporation and conversion law. In addition, companies as well as corporate boards and their members mandate us in liability, employment, and supervisory matters.

Selected matters on which we advised

  • Vonovia SE: Advice to the Management Board on stock corporation law
  • Advising numerous DAX 30 board members on employment and liability issues
  • Mercedes-Benz Group AG in connection with the spin-off of the commercial vehicles business from the Daimler Group through the spin-off of a majority interest in Daimler Truck AG (project focus 2021)
  • Mercedes-Benz Group AG as part of the reorganization of the Daimler Group by spinning off the Cars & Vans and Trucks & Buses divisions into two independent stock corporations (Project Future 2017 to 2019)
  • Provinzial Rheinland Holding on the merger of Provinzial Rheinland and Provinzial NordWest insurance groups
  • Deutsche Bank AG: Advising the Supervisory Board in connection with directors' liability issues
  • Franz Haniel & Cie. GmbH in the private placement of Takkt shares
  • Franz Haniel & Cie. GmbH on the reduction of its stake in METRO AG
  • Franz Haniel & Cie. GmbH on the demerger of METRO AG
  • Franz Haniel & Cie. GmbH on the termination of the pooling agreement with the Schmidt-Ruthenbeck family regarding the stake in METRO AG
  • Franz Haniel & Cie. GmbH on the placement of Celesio shares in the course of an accelerated book-building process
  • Daimler Truck Holding AG, GEA Group Aktiengesellschaft, MEDICLIN AG and RHEncavis AG: Advising the Supervisory Board on corporate and capital market law issues, in particular in relation to the members of the Executive Board

Mergers & Acquisitions

We offer our clients expert advice on the structuring as well as the negotiation and drafting of contracts in national and international M&A transactions and joint ventures.

We provide comprehensive support for transactions ranging from the acquisition of shareholdings in Germany to complex cross-border structures and advise on all corporate and antitrust issues as well as on the control of foreign direct investments (FDI). With our "best-in-class" network, we also cover all other legal areas relevant for a transaction, both nationally and internationally.

In the area of public takeover law, we assist our clients in voluntary takeovers, mandatory offers or in obtaining exemptions from offers. Supervisory boards and management boards consult us when their company becomes the target of a takeover or in order to avoid such a situation.

For the establishment of joint ventures, we develop and negotiate structures for our clients that are designed to facilitate constructive cooperation.

Selected matters on which we advised

  • Haniel subsidiary ROVEMA on the acquisition of Hassia India
  • Franz Haniel & Cie. GmbH on the acquisition of share in CWS held by Rentokil Initial
  • Franz Haniel & Cie. GmbH on the sale of METRO shares to EP Global Commerce
  • Franz Haniel & Cie. GmbH on the foundation of a joint venture between CWS-boco and Rentokil Initial
  • Fujian Grand Chip Investment Fund LP on its voluntary public takeover offer for AIXTRON SE
  • Advice gas transmission system operator Open Grid Europe GmbH on the acquisition by Consortium of Macquarie
  • Maurice and Marcel Oosenbrugh on the acquisition of digital service provider HgCapital
  • Provinzial Rheinland Holding on the merger of the insurance companies Provinzial Rheinland and Provinzial NordWest
  • Spirax-Sarco Engineering plc on the sale of Hygromatik GmbH
  • ZF Friedrichshafen AG on the acquisition of the large gear and wind gear business of Bosch Rexroth AG
  • ZF Friedrichshafen AG on the sale of its 50% stake in ZF Lenksysteme GmbH to Robert Bosch GmbH
 

Capital markets law

We offer our clients advice on all capital market law issues.

A particular focus is on insider law, ad hoc publicity, managers' transactions, and transparency of shareholdings. In addition to ongoing compliance advice under capital markets law and advice in connection with regular and sustainability reporting, our activities also include, in particular, advice in special situations, e.g. in connection with M&A transactions or internal investigations, as well as representing our clients in administrative fine proceedings against BaFin and in civil proceedings under the German Capital Investor Model Case Act (KapMuG).

We regularly accompany current legislative projects on a national and European level as well as other developments in capital markets law, including academically in the form of lectures and publications.

 Furthermore, we advise our clients on all issues of public takeover law as well as on the structuring and implementation of share buybacks.

Selected matters on which we advised

  • GEA Group AG and Mercedes-Benz Group AG in the implementation of share buyback programs supplementary
  • Fujian Grand Chip Investment Fund LP in the voluntary public takeover offer on AIXTRON SE
  • Mercedes-Benz Group AG against shareholder complaints in connection with the ad-hoc announcement of the Diesel affairs
  • Mercedes-Benz Group AG in relation to the capital markets model case in connection with the ad-hoc announcement of the departure of Prof Dr Schrempp
  • Mercedes-Benz Group AG on issues relating to insider trading rules in connection with the planned merger of EADS and BAE Systems as well as in connection with the reduction of its shareholding in EADS
  • Deutsche Fonds Holding GmbH on the acquisition of Assetando Real Estate GmbH
  • Franz Haniel & Cie. GmbH as shareholder of Ceconomy on the acquisition of 100% of the shares in Media-Saturn-Holding by Ceconomy
  • Franz Haniel & Cie. GmbH on the private placement of Takkt shares
  • Franz Haniel & Cie. GmbH on the reduction of its stake in METRO AG
  • Franz Haniel & Cie. GmbH on the placement of Celesio shares in the course of an accelerated book-building process
  • Various DAX companies in fine proceedings before the German Federal Financial Supervisory Authority (BaFin), relating to alleged violations of the Securities Trading Act and/or the Market Abuse Regulation.

Restructuring & Carve-outs

We render advice to companies, their corporate boards and stakeholders on all issues relating to corporate restructurings. This includes complex restructurings of companies and groups of companies as well as the support of carve-outs, for example in preparation of M&A transactions.

Selected matters on which we advised

  • Crown Westfalen Bank AG: Sale of the non-performing loan portfolio
  • IVG Immobilien AG: Advice in connection with its caverns business
  • OMIRA GmbH: Advising on a reorganisation cooperation with a large Southern German milk producer
  • RUWEL GmbH: Insolvency sale of its business operations to various British/Asian and German investors
  • South German plant constructor: Advice on and implementation of corporate restructuring within the framework of insolvency plan proceedings
 

Corporate Litigation

Our advisory services in the Corporate area also extend to the enforcement of our clients' claims or their defence. In addition to general corporate litigation, this also includes capital market litigation (including ESG litigation e.g. due to ESG activism or "greenwashing") and commercial litigation.

For further details, please refer to the Litigation section.

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Compliance

Our activities in the field of corporate law also extend to compliance matters. Among other things, we provide advice on setting up and supporting a comprehensive compliance management system. In addition, we will also act on your behalf when the need arises, e.g. following the detection of compliance violations.

For further details, please refer to the Compliance section.

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