Advisory

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.

Corporate Law

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.

Compliance

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.


 

Contact:

 

Dr. Philipp Kopp

Dr. Philipp Kopp

Attorney
Philipp Opitz

Philipp Opitz

Attorney
Thies Jacob

Thies Jacob

Attorney

Jasmin Wagner

Attorney-at-law