Esche Schümann Commichau

Corporate Law, Transactions

Organization / re-structuring

Advising on corporate legal structuring of partnerships and corporations, taking into account corporate taxation issues. This includes establishing and amending group structures, e.g. mergers, split-offs and spin-offs of corporate divisions; advising on capitalization and partnership agreements, by-laws and association agreements, shareholder agreements and corporate agreements of all kinds; preparation and management of shareholders' meetings; legal advice and support in legal proceedings regarding disputes among shareholders.

Mergers & Acquisitions / Private Equity / MBO

Advising on national and international corporate acquisitions and mergers; e.g. due diligence (see also transaction services), company valuations, drafting and negotiating contracts such as company purchase agreements, investment and underwriting agreements). Providing legal and tax advice on buy-out transactions and exit strategies; venture capital structuring.

Publicly listed companies

Providing legal and tax advice for issuers and underwriting investment banks in IPO's; advising on issuing new shares based on capital increases and equity financing via other instruments such as convertible stock and participation certificates; advising on the Corporate Governance Codex, squeeze outs, delisting, etc.

Privatization / Public-Private Partnerships

Providing legal and tax advice to publicly owned entities and tenderers in order to determine optimum privatization and transaction structures by involving experts in the areas of public commercial law, public procurement law, banking/financing as well as tax law; implementation of the transaction structure through the sale process.