Our specialist lawyers for commercial and corporate law, tax law and employment law advise mid-tier businesses and corporations as well as associations in practically all business law matters. If there are special tax issues to consider or tax-optimized structures to design then we involve the firm’s tax advisors in our work on the relevant matter.
Areas of advice
> Commercial and corporate law
- Establishing businesses
- Constituent documents for all German and European forms of business
- (Cross-border) conversion of businesses through mergers (fusion), splitting and changes of legal form
- Employment contracts for directors and board members
- Contracts regarding silent partnerships and subordinate participation rights
- Advice and representation of shareholders in disputes with other shareholders – litigious and non-litigious
- Court challenges to shareholder resolutions
- Shareholders’ agreements, pool agreements and investor contracts
- Capital raisings and capital reductions
- Employee equity models
- Separation of shareholder groups particularly in family businesses (non-litigious, litigious)
- Business pursuits of non-profit companies and associations
- Alternative dispute resolution of disputes between shareholders
- Review of D & O – insurance contracts (economic loss liability insurance specially for directors, board members and supervisory board members)
- Advising business managers in a financial crisis for the business (pre-insolvency phase)
- Contracts regarding the establishment of cash pool systems
> Mergers & Acquisitions
- Selecting target companies (screening) and establishing contact with the owners,
- Drafting confidentiality agreements and preparing Memoranda of Understanding (MOU)
- Carefully reviewing the target company (due diligence examination) and subsequent final structuring of the transactions
- Evaluating target companies and price negotiations,
- Preparing the necessary contracts, obtaining approval for the transactions and execution of the contracts.
We also assist our clients with the practical implementation of the sale of the company following execution of the contracts.
> Business succession
We assist our clients in all phases of business succession, from the first brainstorming session regarding the specific planning and conception up until implementation of the transfer of the business to the successor.
> Business valuation
> Drafting contracts
- Contracts of agency
- Commission agreements
- Distribution agreements, dealer agreements
- Leases (operating leases, finance leases) and franchise agreements
- Joint venture agreements
- Software licenses; in drafting licenses with respect to intellectual property rights (above all patents, trademarks, patterns and designs) we work closely with the Munich Patent Law Firm Kilian, Kilian & Partner
We review and amend draft contracts and contractual terms for our clients. With difficult and complex negotiating situations, our clients entrust us to lead the negotiations directly with the other parties and their lawyers. When conflicts arise between our clients and the other parties we represent the interests of our clients in court.