Our range of advisory services:
For further information about our CORPORATE practice Dr Andreas Merkner is at your disposal at any time.
Our advice focuses on what is legally feasible and economically sensible in order to achieve the best possible result for our client. We advise companies, their management and supervisory bodies and shareholders/partners on all relevant issues and in all phases of the company's life.
Our clients trust us, for example, in the creation and further development of their internal structures.
We accompany shareholder meetings of medium-sized companies as well as general meetings of listed companies.
In addition, we advise companies on the preparation and implementation of structural measures under stock corporation law and transformation law.
Companies as well as corporate bodies and their members retain us in matters of liability, employment and supervision.
Finally, we advise our clients on all corporate law issues related to ESG (Environmental, Social and Governance).
We advise our clients on the structuring as well as the negotiation and drafting of contracts in national and international M&A transactions and joint ventures.
We accompany transactions comprehensively from the acquisition of participations in Germany to complex cross-border structures, advising on all aspects of corporate law, antitrust law and foreign direct investment (FDI) control. With our "best-in-class" network, we also cover all other areas of law relevant to a transaction, both nationally and internationally.
In the area of public takeover law, we assist our clients in voluntary takeovers, mandatory bids or obtain exemptions from bids. Supervisory and management boards consult us when their company becomes the target of a takeover or in order to avoid such a situation.
For the formation of joint ventures, we develop and negotiate structures for our clients which are designed to facilitate a constructive cooperation.
We provide advice to our clients on all issues of capital markets law.
A particular focus is on the areas of insider law, ad-hoc disclosure, managers' transactions and shareholdings transparency. In addition to ongoing compliance advice under capital market law and advice in connection with regulatory and sustainability reporting, our services also include advice in special situations, e.g. in connection with M&A transactions or internal investigations, as well as the representation of our clients in proceedings for the imposition of fines vis-à-vis the German Federal Financial Supervisory Authority (BaFin) and in civil proceedings in accordance with the Capital Markets Model Case Act (KapMuG).
Current legislative projects and other developments in capital markets law are also addressed by us scientifically on a regular basis in the form of lectures and publications.
In addition, we advise our clients on all aspects of public takeover law.
We advise companies, their corporate bodies and stakeholders on all issues relating to corporate restructuring. In addition to the complex restructuring of companies and groups of companies, this also includes advising on necessary pre-insolvency measures.
The focus in this respect is on preventing and defending claims for avoidance under insolvency law, in addition to providing advice on maintaining a business relationship with a business partner in a crisis.
Selected matters on which we advised
As part of our advice on insolvency law, we regularly advise domestic and foreign major creditors as well as national insolvency administrators on the structuring of insolvency proceedings.
This includes advice in times of crisis, in regular insolvency proceedings and in the context of self-administration and protective screen proceedings or in connection with insolvency plan proceedings. We also act forensically on behalf of creditors and insolvency administrators.
For insolvency administrators, we regularly review avoidance and liability claims against corporate bodies, shareholders or creditors and, if necessary, enforce them in court.
We have advised on numerous transactions for insolvency administrators and investors and are familiar with the pitfalls of M&A advice on acquisitions out of insolvency (carve-out and distressed M&A).
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"), insolvency forensics and commercial litigation.
For further details, please refer to the Litigation section.
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.