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

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.

SELECTED MATTERS ON WHICH WE ADVISED

  • Advising numerous members of management boards of DAX 30 companies on the terms of their appointment and liability issues
  • Daimler AG in the context of the reorganisation of Daimler Group
  • Deutsche Bank AG: Advising the Supervisory Board
  • 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
  • GEA Group Aktiengesellschaft regarding the preparation of the annual general meeting

Mergers & Acquisitions

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.

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.

SELECTED MATTERS ON WHICH WE ADVISED

  • Advising the shareholders of Eucon GmbH on the entry of HgCapital, London, as co-investor
  • 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
  • Franz Haniel & Cie. GmbH on the acquisition of Bekaert Textiles
  • Franz Haniel & Cie. on the acquisition of ROVEMA
  • Fujian Grand Chip Investment Fund LP on its voluntary public takeover offer for AIXTRON SE
  • HOCHTIEF AirPort Capital (today: AviAlliance) in connection with the exit from a stake in Sydney Airport
  • Spirax-Sarco Engineering plc on the acquisition of Gestra Group from US group Flowserve Corporation
  • 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 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, 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.

SELECTED MATTERS ON WHICH WE ADVISED

  • Ongoing capital markets law advice to Daimler AG
  • Daimler AG in relation to the capital markets model case in connection with the ad-hoc announcement of the departure of Prof Dr Schrempp
  • Daimler 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
  • 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
  • Franz Haniel & Cie. GmbH on issues relating to the transparency of shareholdings in Metro AG and other ongoing issues of company law
  • 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

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

  • 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

Insolvency law advice

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).

SELECTED MATTERS ON WHICH WE ADVISED

  • Einkaufsbüro Deutscher Eisenhändler GmbH: Ongoing (forensic) advice to the client in its capacity as major creditor in various insolvency proceedings of member companies
  • ETRIS Bank GmbH: Advice on financing in the context of the planned restructuring of Praktiker AG/Baumarkt Max Bahr GmbH & Co. KG as well as in the context of its insolvency law liquidation
  • Piepenburg Gerling: Sale of various publications (magazines) of a publishing house out of insolvency; asset deals relating to trademarks, figurative marks/word marks, Internet domains
  • Various insolvency administrators: Ongoing (forensic) support of leading insolvency administrators in avoidance disputes, in liability litigation, in questions of capital raising and maintenance as well as in company acquisitions/divestitures from insolvency
 

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, insolvency forensics 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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