Corporate/M&A

The times are long gone when a handshake was enough to sell a company – this is why you don’t need a model contract but a legal advisor who understands the complex nature of your project, who is familiar with current transaction standards, and who represents your interests with the necessary experience and a sure instinct even in difficult negotiations. We are the ideal partner for this purpose: working with you, and on your behalf, we ensure that even the most demanding national or international transaction is successfully closed.  

Focus

Strategic Investors

• Structuring transactions/advising on bidding processes
• Developing structures for joint ventures and drafting shareholder agreements
• Carrying out legal due diligence reviews
• Minimising liability and tax risks
• Taking into account sector-specific aspects that are of relevance to the transaction
• Integrating Warranty & Indemnity solutions into the transaction process
• Restructuring the financing of the target
• Advising on timely setting the course for post-merger integration
• Ensuring that corporate compliance rules are observed
• Transaction management
• Advising on the feasibility of transactions under antitrust law/merger control

Public Sector

• Structuring transactions
• Reviewing transactions from a public procurement law perspective
• Advising on structured bidding processes/national and Europe-wide invitations to tender
• Assisting with proposed resolutions of decision-making bodies
• Obtaining the approval of municipal regulatory authorities and of the competent ministries
• Developing PPP structures
• Ensuring compliance with requirements under municipal law
• Carrying out legal due diligence reviews
• Minimising liability risks
• Taking into account matters relating to pension law (Federal and State Government Employees Pension Fund (VBL) etc.)
• Transaction management

Private Equity/Venture Capital

• Tax structuring
• Advising on MBOs/MBIs/LBOs
• Advising on primary/secondary buy-outs
• Advising on financing structures
• Advising on mezzanine capital, silent partnerships
• Advising on how to prepare the financing documentation in accordance with the LMA standard
• Advising on involving state investment companies/development banks
• Drafting syndicate agreements
• Carrying out legal due diligence reviews
• Minimising liability and tax risks
• Integrating Warranty & Indemnity solutions into the transaction process
• Advising on management participation programmes
• Transaction management

Cross-border Transactions

• Developing international acquisition structures
• Developing structures for joint ventures
• Carrying out international legal due diligence reviews
• Advising on timely setting the course for post-merger integration
• Ensuring that international corporate compliance rules are observed
• Transaction management, international coordination
• Advising on the feasibility of transactions under antitrust law/merger control
• Coordinating foreign merger control procedures
• Reviewing and providing assistance with other official control procedures
• (CFIUS, NDRC, German Foreign Trade and Payments Act (AWG)/German Foreign Trade and Payments Ordinance (AWV), etc.)

Regulated Industries

• Advising on the relevance of state licences for the target’s business model
• Advising on the transfer of approvals and licences
• Advising on restrictions on the target resulting from the need for public provision of services of general interest
• Taking into account requirements under public procurement law
• Taking into account the target’s special revenue streams in determining the purchase price
• Ensuring compliance with data protection requirements
• Taking into account state subsidies
• Advising on special requirements under antitrust law, also in the light of oligopolistic structures
• Developing structures for joint ventures taking into account regulatory requirements

Contact: Dr. Thomas Kuhnle

The willingness to respond to changes and new developments is part of the DNA of successful companies. Planning, implementing and communicating restructurings successfully is a big challenge for companies and business leaders. We can provide legal, regulatory and strategic advice during each phase of the process. Our restructuring experts have a wealth of experience with national and international reorganisations of companies and groups of companies. As a full-service law firm, we have specialist teams that can advise you on all legal issues. Please do not hesitate to contact us!

Focus

• Advising on mergers, divisions and changes of legal form of companies
• Advising on cross-border transformations
• Devising and optimising group structures
• Advising on carve-out and outsourcing projects
• Advising on corporate actions and contributions
• Assisting with the formation/acquisition and structuring of SEs
• Advising on the conclusion of, and amending, inter-company agreements
• Drafting shareholder and participation agreements
• Advising on intra-group transfers of shares, umbrella agreements and local transfer deeds
• Tax structuring

Contact: Dr. Cédric Müller

In the event that a judicial dispute cannot be avoided, our experts can provide general litigation support, as well as assisting with particularly complex economic disputes and with national and international arbitration proceedings.

Focus

• Litigation
• Shareholder disputes
• Legal challenges and actions for nullification under stock corporation law
• Legal proceedings to determine the compensation payable to minority or other shareholders in connection with transformations and other acts or transactions
• Redemption proceedings
• Disputes with executive or supervisory bodies arising out of their official function (in particular, claims for damages against members of executive or supervisory bodies)
• Representing clients in arbitration proceedings in matters relating to corporate law
• Post-M&A proceedings
• Status proceedings to determine whether a supervisory board is correctly composed under co-determination law

Contact: Dr. Richard Happ

Service Dispute Resolution >>

Whether you are a listed, private or public-sector company, a managing director, management or supervisory board member, a shareholder, partner or an investor – we put ourselves in your place with regard to all corporate governance issues, can understand your motivation and, therefore, can advise you and safeguard your interests in the best possible manner. From the selection of the appropriate legal form to the preparation of, and assistance with, general meetings up to and including legal challenges and proceedings to determine the amount of compensation payable to minority or other shareholders: our expertise and our in-depth knowledge about regulatory issues combined with our industry-specific knowledge ensure that you obtain a legally sound and economically reasonable solution.

Focus

Advising SEs, partnerships limited by shares (KGaAs), cooperatives, associations and foundations on

• Selecting the legal form and establishing partnerships and corporations (including SEs), foundations, associations, cooperatives (including SCEs), silent partnerships, sub-participations
• Drafting company agreements, articles of association, rules of procedure, syndicate agreements, voting and other shareholder agreements
• Preparing and providing assistance with shareholder and general meetings, corporate actions, and with capital raising and capital maintenance issues
• Advising on the admission and withdrawal of shareholders
• Advising on changes in management (management board members and managing directors)
• Providing ongoing advice to companies and shareholders (organisation/corporate housekeeping)
• Terminating companies and partnerships/liquidation
• Advising on national and international joint ventures, cooperation and participation agreements and corporate governance issues, including new SE models

Contact: Dr. Gregor Wecker

As a capital market-oriented firm, we are an experienced partner for all matters relating to corporate housekeeping and for capital market transactions.

Focus

• Organising and assisting with general meetings
• Advising on corporate actions (with or without an obligation to publish a prospectus)
• In particular, capital increases against contributions in cash with subscription rights for the existing shareholders and immediate or subsequent private placement
• Capital increases against contributions in kind
• Capital increases out of the company’s own funds
• Assisting with initial public offerings (IPO)
• Advising on corporate governance issues
• Advising on matters relating to the German Securities Trading Act (WpHG) (ad-hoc publicity, insider law, voting rights notifications, etc.)
• Representing companies and entrepreneurial shareholders in disputes relating to stock corporation law    
• Legal proceedings to determine the compensation payable to minority or other shareholders in connection with transformations and other acts or transactions
• Advising on the delisting and down-listing of listed companies
• Providing squeeze-out advice
• Advising bidders in public takeovers
• Advising the target company in public takeovers

Contact: Dr. Jörgen Tielmann, LL.M.

Service Restructuring and Insolvency >>

We advise companies and their executive and supervisory bodies on how to design their employment contracts, on how to perform their obligations in critical or problematic situations, and on how to manage legal risks. In particular, we assist with the introduction, evaluation and improvement of compliance management systems. In the event of damage and liability, we help the companies concerned enforce their rights of recourse against members of executive or supervisory bodies. In this context, an important part of our work is communicating and dealing with D&O liability insurance issues. Vice versa, we also help members of executive and supervisory bodies defend against claims.

Focus

    Executive and Supervisory Bodies/D&O Liability

• Advising executive and supervisory bodies and their members
• Advising on the remuneration of members of executive and supervisory bodies
• Advising on D&O liability issues

Corporate Compliance

• Setting up, evaluating/reviewing and improving compliance systems
• Advising on the introduction of interactive/intelligent legal databases
• Drafting compliance policies
• Organising compliance seminars

Contact: Prof. Dr. Jörg Rodewald

A family business is organised for multiple generations and is characterised by the entrepreneurial family that owns it. As a family business owner with local roots who operates internationally, you attach great importance to your life’s work being preserved and to retiring into a carefree private life when selling your business or handing it over to the next generation. An additional investment must fit into your family business as smoothly as possible. As lawyers, civil-law notaries and tax advisors, we do not only have legal and tax expertise. We additionally have the ability to develop tailor-made, integrated solutions based on our instinct and our understanding for the situation and the personal interests of the entrepreneurs and their families.

Focus

Choosing and Structuring the Right Form of Business

• Choosing a legal form, also taking into account foreign legal forms, and structuring it individually
• Making changes to a company’s constitution
• Advising on changes in management

Family Governance

• Advising on changes to the ownership structure
• Creating and modifying advisory and supervisory board structures
• Developing and updating a family’s constitution
• Developing marital contracts, including agreements regarding the matrimonial property regime
• Involving minors in structural concepts

International Dimension

• Setting up, expanding or modifying worldwide group structures or an international distribution system
• Developing structures and concepts taking into account international inheritance law

Conflict Prevention and Conflict Resolution Advice

• Providing advice in relation to, and representing clients at, shareholder meetings
• Providing mediation services

Business Succession

• Drafting succession clauses for company agreements that take the interests of all parties into consideration
• Examining, presenting and designing alternatives to succession within the family
• Advising on how to protect against influences from outside the family
• Assisting with last wills and devising structures for anticipated succession
• Acting as a mediator in inheritance disputes
• Executing wills

Contact: Dr. Arnd Becker

The Federal Republic of Germany, the German states and the municipalities are important economic actors. Whether they use their own businesses and investment companies to operate the railway system, airports, motorways, casinos, hospitals, public utilities and housing associations or act as a contracting authority to procure broadband cabling or military equipment or other services and assets for road structures, university, school and hospital buildings or power plants: the public sector accounts, directly or indirectly, for a large part of the economic output.

There are many particularities that need to be taken into consideration in connection with the economic activities of the public sector. Budget regulations and municipal codes contain numerous restrictions, to give just one example. If the public procurement system is not scrupulously adhered to in procurement processes, this can cause significant delays, which may result in measures becoming more expensive or being even discontinued.

Luther has for many years successfully advised the public sector on all its business activities. With a team of more than twenty public business and public procurement law experts, we are one of the leading law firms in Germany in this field of law. In addition, we have special expertise in the financing and restructuring of university clinics and hospitals and in casino, gambling and lottery law.

Contact: Dr. Klaus Schaffner