Logistics

In the logistics sector, there is a competitive market in combination with high-volume long-term obligations and a continuously changing environment. Our experts are familiar with all aspects of the special requirements that exist in this industry:

• Advising on equity and debt financing, developing factoring models
• Taking the requirements which result from the financing structure into account in logistics contracts (invoicing models, structuring of maturities and collateral)
• Advising with regard to internal loan agreements
• Advising with regard to capitalisation agreements
• Advising on how to finance acquisitions and investments
• Structuring international cash pools

Service Capital Markets, Banking & Finance >>

In particular in the area of contract logistics, the “contract” is the key asset of a transaction. This brings with it considerable opportunities and risks for both parties, as the logistics element is crucial to the transaction. Our experts are known and respected across the industry for their comprehensive expertise and their pragmatic solutions, provided to both providers and customers, which take all interests into account. Our services include, without limitation, advising on:

• All kinds of logistics contracts (warehousing, transport, lead logistics partner (LLP) models, etc.), in particular, high-volume and long-term agreements taking into account aspects such as price adjustments, performance adjustment, performance assessment, liability, business transfer, investment protection, IT concepts
• Leasing agreements (e.g. regarding warehouse technology)
• Purchase/sale of warehouse equipment/technology
• Subcontractor agreements
• Load carrier management
• Cooperation agreements/non-compete agreements
• General terms and conditions for the logistics industry
• Software licence agreements

Service Commercial and Distribution Law, Product Liability/Product Compliance >>
Service IT Law >>
Service IP and Copyright Law >>

Our experts have experience in dealing with the specifics of the logistics industry, which is indispensable for M&A projects.

• Designing the corporate structure with the customer agreements in mind (protection from liability), advising on the transferability of individual customer transactions, providing advisory services at a national and international level (also to groups of companies) and assisting with restructurings (merger agreements, shareholder resolutions, withdrawal agreements)
• Providing buy-side and sell-side advice within the context of national and international mergers and acquisitions (carve-outs, bidding processes); comprehensive legal assessment of the contracts that are decisive for the value of a company
• Advising on joint ventures with a geographic focus on Europe and Asia
• Advising OEMs and tier suppliers with regard to investing in start-up companies and in venture capital (VC)

Service Corporate/M&A >>

The logistics sector presents particular challenges in the area of employment law:

• Preparing, managing, and assessing business transfers at the beginning and at the end of logistics contracts, in particular when changing service providers or in the event of first-generation outsourcing
• Assessing the various applicable collective bargaining agreements/pay scales
• Advising on whether to use temporary agency workers or conclude “contracts for work and services”
• Identifying joint operations in multi-user centres
• Negotiating works agreements when new technologies are introduced (smart logistics, IT system) and in the area of safety at work
• Providing advice with regard to consultancy agreements and fictitious self-employment in the areas of logistics consulting and IT support

Service Employment Law >>

International trade law issues are of great importance throughout the supply chain. Our experts are familiar with the typical issues:

• Certification as Authorised Economic Operator (AEO)
• Advising on how to handle customs clearance (direct vs. indirect representation)
• Drafting contractual provisions for customs security documents, such as bank guarantees
• Advising companies on matters pertaining to export control law (embargos, dual-use goods, transfer of know-how, etc.), providing training for managing directors and staff, drafting corporate export control policies
• Advising foreign acquirers and also sellers on the investment control requirements under the German Foreign Trade and Payments Act (AWG) and the German Foreign Trade and Payments Ordinance (AWV), especially in the context of bidding procedures, and preparing and carrying out certificates of non-objection and approvals by the German Federal Ministry for Economic Affairs and Energy (BMWi), also and in particular in connection with Chinese investors

Service International Trade Law >>

Logistics properties are one of the most popular and most stable classes of assets. Our experts advise developers as well as investors and also users on all relevant aspects:

• Project development regarding logistics properties (including forward-funding projects)
• Commercial leases with particular regard to logistics/conveyor technology
• Property purchase agreements
• Business leases
• Urban development contracts
• Building law, including building planning law
• Environmental law
• Architect agreements
• Building contracts
• Project development and project management agreements

• Providing integrated advice to logistics companies in an impending crisis (inter alia, advice on corporate law, (re-)financing, supply contracts, protection of assets (know-how), em-ployment law, and the options available under insolvency law, such as protective proceedings etc.)
• Advising on how to provide for hedging instruments in logistics contracts (liens, invoicing models, etc.)
• Advising companies on their own judicial restructuring (insolvency proceedings, protective proceedings)
• Advising companies in the event of a customer’s or supplier’s insolvency (trade agreements)
• Distressed M&A: advising on the acquisition of companies prior to their insolvency (as part of their restructuring) and on the acquisition of insolvent companies
• Advising on the introduction of short-time work, negotiating the appropriate works agreements
• Providing advice and assistance in connection with staff reductions and restructuring measures, in particular, negotiating reconciliation-of-interests agreements and social compensation plans

Service Restructuring & Insolvency >>