Legal Services

Mergers & acquisitions and private equity

• Corporate acquisitions (including legal, tax and/or financial due diligence as well as acquisition financing)
• Corporate sales (including legal fact books and vendor due diligence reports)
• Structuring and taking out W&I insurance
• Management buy-outs and management participation programs
• Joint ventures and strategic cooperations
• Public takeovers
• Public-private partnerships and privatizations of public entities
• Merger control
• Advice on acquisition financing

Venture capital

• Advising start-ups on financing rounds (equity and debt)
• Advising investors on venture-capital financing
• Management and employee participation programs (including virtual programs)
• Advising on add-on acquisitions and exit Transactions

General corporate law advice

• Advising on the various German company structures GmbH, Aktiengesellschaft, KGaA, SE, GmbH & Co. KG and other partnerships
• Company formation
• Advising on corporate restructurings (e.g. changes of legal form, accumulation models, squeeze outs)
• Corporate housekeeping
• Advising on shareholders' meetings and AGMs
• Advising on measures affecting capital (capital increases, capital reductions, convertible bonds, etc.)
• Group law, in particular with regard to intercompany agreements
• Advising on the structuring of family companies and in relation to corporate succession

Capital market law / stock market law

• Capital market law: compliance and back-office structures related to capital market law, implementation of share-buyback programs 
• Stock Market Law: stock market registration and admission requirements, advising on the choice of trading types and choice of stock market segments. Representing issuers and trading members in dealings with stock markets and stock market regulatory authorities
• Securities trading law: representing clients in dealings with the German Federal Financial Supervisory Authority (BaFin) in the field of securities trading law (in particular the ban on insider trading, ad-hoc publicity, maintenance of insider lists, directors’ dealings, notifications of voting rights) as well as in connection with sanctions and fines imposed by BaFin

Corporate litigation

• Advising on the preparation and implementation of disputed shareholders’ meetings and AGMs
• Conduct of court actions to rescind, actions for declaratory judgments and other actions in connection with disputed shareholders' meetings and AGMs
• Defending against investor claims

Directors' and officers' liability / D&O insurance

• Advising board members, executive directors and supervisory board members on all decisions that may involve a risk of liability, including documenting business-related decisions
• Compliance advice
• Reviewing issues for potential liability claims against board members, executive directors and supervisory board members
• Defending against and claiming damages against directors and officers 
• Representation of directors/officers and companies before state courts and courts of arbitration in liability proceedings 
• Advising board members, supervisory board members and executive directors on D&O insurance policies including the legal analysis of existing insurance terms as well as support in making insurance claims in the case of liability

Bank financing

• Advising on the conclusion and amendment of loan agreements and syndicated loan agreements
• Restructuring advice in cases of financial crisis
• Compliance with loan agreement, in particular compliance with covenants

Alternative financing models

• Mezzanine financing (inter alia, participation rights, subordinated loans, convertible loans, warrants) 
• Unitranche financing
• Promissory note loans and bonds
• Venture debt financing

Banking law and banking supervisory law

• Banking supervisory law: conducting approval proceedings for credit institutions, securities trading banks and financial services institutions under banking supervisory law as well as advising on all other issues of banking supervision regarding reporting obligations and provisions of security by banks to hedge against risks
• Banking law: advising on the banking business relationship, on deposits, payment transactions and lending business, advising credit institutions and companies on questions of collateralization of loans, conducting banking litigation