The pace of market and technical developments in the field of transactions is rapid. Legal advisers need to be immersed in the industry, ever ready to quickly adapt to change, to appraise and to influence the thinking on new developments. State of the art know-how is vital – and our claim.
M&A / Private Equity
We advise the involved players at every level, in every stage and on either side of the transaction process: Strategic as well as financial investors, management and portfolio companies, as well as entrepreneurs, in each case on the seller and buyer side. This gives us a deep understanding of the market, its commercial drivers and risk appetite.
We have years of experience and a strong track record of acting for strategic and institutional investors.
We develop innovative transaction structures tailored to your needs – on the seller and buyer side. We also support your direct investments, co-investments, joint ventures, management participation programs, recaps and other refinancings.
We prepare and negotiate the transaction documents and conducts due diligence reviews. Further, we advise on Warranty & Indemnity Insurances and regulatory requirements.
The nature of early stage investments presents its own particular set of challenges: balancing the investor’s risk profile with the founders’ desire to maintain control of their business and their own economic interests.
We fully understand these challenges and can navigate through them, whether from the perspective of the investors, the company or the founders.
We advise start-ups on the legal structuring, foundation, financing structure and restructuring in the course of their development.
Further, we conduct detailed legal analysis (due diligence) for potential investors and render pragmatic implementation advice.
Clear and sound legal advice is an important resource for companies and executives. The legal framework in which they operate is becoming increasingly complex. We support our clients in mastering these challenges.
We advise listed and private companies on the preparation and holding of their annual general meetings and shareholders’ meetings as well as on all matters relating to the management board, executive management, supervisory board and administrative board (corporate governance).
We accompany capital measures and shape group structures through demergers and spin-offs, national and international mergers and changes of legal form, for example into a European Company (SE) or a partnership limited by shares (KGaA).
Advice on corporate law is not only knowledge of and guidance on compliance with the legal framework. Within the legal limits, there are numerous possibilities. The correct and forward-looking choice of the legal form, the decision between a listed or private company or strategic considerations of the various stakeholders are part of our range of services. Forward-looking, well-informed action avoids the liability of board members, managing directors and other bodies. Knowledge of the (limits of) the Business Judgment Rule can be the key to this. We provide ongoing support within the framework of established client relationships or selectively for important decisions in the life of a company.
Since the business areas and activities of the vast majority of companies are organized internationally or even worldwide, we also provide comprehensive support in legal issues with an international dimension. We have long-standing contacts in all major jurisdictions and are familiar with international standards. We also serve as a central point of contact for questions or projects in various jurisdictions and coordinate the work of local lawyers to relieve our clients.
Capital Market Law
We accompany public takeovers and subsequent structural measures (Taking Private). This includes domination and profit transfer agreements as well as squeeze-outs. We also advise listed companies on the fulfilment of their obligations under capital market law. This includes ad hoc announcements, deferral decisions, avoidance of insider trading and publication of directors’ dealings.
In view of the massive increase in fines worldwide in recent years, compliance with obligations under capital market law is of considerable importance. While the comprehensive fulfilment of obligations enhances the reputation of a company, infringements in this context represent a particular danger. We show our clients the way through the “reporting jungle”.
In the context of public takeovers, numerous questions and design options arise, depending on whose point of view and interest of a party is decisive. While before the publication of a bid it is primarily a question of the structure of the bidder or of the defence of the target company, after the publication of the takeover intention the reaction and decision possibilities of the target company and its shareholders are in focus. We have extensive experience in public takeover proceedings with international parties and can provide fast and effective legal advice to assist in the decision-making process.
Our advice on corporate compliance includes prevention and responsibility audits. This includes internal investigations and expert opinions.
Law-abiding conduct and an organization that ensures this (Group-wide) are part of the modern standard of good corporate governance. We support our clients in complying with their duties of legality, legality control and organisational obligations. In doing so, we can draw on a wealth of experience from a wide variety of compliance matters. For years, we have made it our task to recognize where and which dangers lurk for violations of the law and the resulting damages. We advise companies and their organisations on how to prevent the realisation of these risks and – if this has already happened – how to remedy them effectively. We also represent our clients in court when it comes to claiming compensation for any compliance damage that has arisen or to ward off unjustified compliance claims.
The increasingly complex and international environment in which companies operate makes disputes economically inevitable. The successful representation of clients’ interests requires lawyers with many years of experience and a broad spectrum of legal and economic expertise.
Martius provides comprehensive advice in corporate disputes. One of our main areas of practice lies in cases involving directors’ and officers’ liability. Here we advise and represent companies, board members and D&O insurers. We also have particular expertise in conducting internal investigations.
We also act for companies and shareholders in defending and enforcing their rights, for example in actions for rescission and nullity against shareholder resolutions, in release proceedings and appraisal proceedings as well as in the initiation and conduct of special audits. Another core aspect of our work is advising our clients in litigious shareholder constellations, for example on the redemption of shares or the enforcement of information and profit distribution rights.
We have many years of expertise in the enforcement of claims as well as in the defence against claims in connection with corporate transactions. Here we advise, for example, in disputes about breaches of warranty, breaches of pre-contractual disclosure obligations, claims for indemnification as well as purchase price adjustments. In this respect, we benefit from our experience as advisors in M&A transactions.
Another focus of our litigation practice lies on capital market disputes. Here we defend our clients against damage claims for inaccurate capital markets information. In addition, we have great expertise in the enforcement of claims in connection with public takeovers, such as top-up claims on the basis of the minimum price regulations of the German Securities Acquisition and Takeover Act. Another central aspect of our work is advising companies on investigations by the German Federal Financial Supervisory Authority concerning breaches of obligations under capital market law.
We advise and represent clients in all commercial and business law disputes, such as disputes along the supply chain, development cooperations and joint ventures. In disputes with an international dimension, we cooperate with renowned foreign law firms from our network.
Complex commercial disputes are often decided in arbitration proceedings in which we represent our clients comprehensively. In addition to conducting arbitration proceedings, we also take care of the selection of arbitrators, the compilation of evidence and – if necessary – the enforcement of the arbitral award.
Wealth transfer and succession, transparency obligations, social responsibility, inheritance and wealth tax are just a few of the keywords that confront private assets and their owners with legal, tax and not least social challenges. The complexity of the requirements placed on private assets increases the need for targeted and responsible advice.
We offer entrepreneurs and their families, wealthy private individuals and foundations the in-depth expertise of a specialized commercial law firm. Our top priority is to secure and create long-term value through comprehensive, trustworthy and absolutely discreet advice.
We advise on structural and corporate law issues such as the planning, preparation and implementation of corporate and asset succession, the drafting of articles of association and pooling and voting agreements, as well as on issues of inheritance law such as the drafting of wills and provisions and the avoidance and defence of compulsory portion claims. In doing so, we work purposefully and effectively with the client’s tax advisor or with tax partners from our network.
In addition, we advise on the drafting of internal family regulations governing the relationship between family members, such as family statutes or family codes.
In addition, we represent our clients in out-of-court negotiations as well as in court in the event of estate disputes and the enforcement of inheritance claims.
In addition to providing direct advice to asset managers, we support single and multi-family offices throughout their entire range of services. In particular, we advise on the preparation, negotiation and execution of transactions, on the planning and implementation of restructurings and on the preparation of asset succession and offer solutions tailored to the specific needs of each client.
In addition, we offer support in the organisation and selection of asset managers, also within the framework of so-called “beauty parades”. Through our network of independent law and tax firms in all major jurisdictions of the world, we can also advise and support international structures at any time.
We also represent our clients in court proceedings as well as in out-of-court negotiations, mediation proceedings and other dispute resolution mechanisms.