Corporate Law

We advise companies, shareholders, founders and corporate bodies (managing directors, board of directors, supervisory board, advisory board) on all issues of corporate and partnership law. Our focus is on corporations (medium-sized GmbH, Aktiengesellschaft) and family-run partnerships (GbR, GmbH & Co. KG and OHG), which we advise on all corporate law issues and whose entrepreneurial goals we support.

We provide support and advice from the establishment of the company and the commencement of business, through challenges under company law at shareholders' meetings, disputes between shareholders, to restructuring, capital measures, conversions, joint ventures or business succession. We prepare and attend shareholders' meetings, advise on acquisitions or the sale of parts of a company and represent our clients' interests in the drafting and negotiation of company purchase agreements. On the buyer and seller side, we have in-depth experience in corporate law with the sale of companies and shareholdings. In particular, we advise on share deals, asset deals, management buy-outs, management buy-ins and bidding procedures.

We advise companies on raising private equity and venture capital. As part of our long-term advice on corporate law, we also provide corporate housekeeping and train in compliance issues. If disputes under corporate law cannot be resolved amicably, we consistently represent our clients' interests in court proceedings or arbitration.

Our main areas of practice in corporate law are:

  • Establishment of companies (esp. GmbH, GmbH & Co. KG, AG)
    • Advice on the legal form
    • Drafting articles of association and partnership agreements
    • Commercial register applications
    • Payment/repayment of share capital
    • Drafting of shareholders' agreements
    • Liability of managing directors
    • Liability of shareholders
  • Shareholders' meetings
    • Convening rights of (minority) shareholders
    • Invitation, esp. form/period/time
    • Chairing of meetings and adoption of resolutions
    • Voting rights and voting prohibitions
    • Transactions with shareholders/directors
  • Disputes under company law/shareholder disputes
    • Exclusion of shareholders
    • Redemption of shares
    • Reciprocal/reciprocal dismissal from the management of the company
    • Compensation of the withdrawing shareholder
    • Contestation of shareholder resolutions
    • Legal representation/arbitration proceedings
  • Shareholder Agreements
    • Co-sale right and co-sale obligation (tag-along and drag-along)
    • Pre-emption rights
    • Voting agreements
    • Additional payments/premium in equity capital
  • Capital measures under company law
    • Capital increase
    • Capital reduction
  • Advice to corporate bodies, esp. managing directors, board members, supervisory board members, advisory board members
  • Compliance and Corporate Governance
    • Training courses
  • Restructuring and conversions
    • Merger
    • Spin-off
    • Split-off
    • Change of form
  • Establishment or modification of group structures
    • Establishment of holding structures
    • Restructuring
    • Domination and profit and loss transfer agreements
  • Corporate law
    • GmbH law
      • Right to information and right of inspection of (minority) shareholders
      • Sale/transfer of shares
      • Holding shares in trust
    • Company Law
      • Convening general meetings
      • Liability issues of the board of directors
      • Advice to the supervisory board
      • Co-determination
      • Status procedure
      • One-Third Participation Act
      • Employees
    • Partnership law
      • Limited partnership/GmbH & Co. KG
      • Limited liability of partners liable to a fixed amount and return of capital contributions
      • Personal liability of the general partner
      • Information and inspection rights of the partner liable to a fixed amount
    • M&A/Company purchase agreement/Due Diligence
      • Letter of Intent
      • Electronic data room
      • Guarantees/warranties
      • Limitations of liability
      • Escrow
      • Duty to provide information
      • Purchase price adjustment
      • Balance sheet at reference date
      • Memorandum of Understanding

CONTACT