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M&A

Our M&A legal services list includes:

Transaction types: Strategic and financial investments. Share and asset deals. Private equity transactions. Venture capital transactions. Capital contribution and conversion procedure. Management buy-ins. Management buy-outs. Stock option plans. Debt to equity swaps. Company succession. Guidance of capital market measures. Mergers. Spin-offs. Transformations. Partnering arrangements. Trusteeship solutions. Antitrust aspects.

Guidance of transactions: Transaction structuring. Tactics. Bidding process. Data room organization and due diligence. Non-disclosure agreements. Letters of intent. Heads of terms. Termsheets. Exclusivity agreements. Share purchase agreements. Investment agreements. Earn-out arrangements. Call and put options. Employee investment models. Negotiation of support documentation. Merger control. Safeguarding of corporate governance. Tax optimization. Off-shore structures. Preparation of functional and requirement specifications. Tendering processes. Benchmarking exercise. Pricing schemes. Establishing corporate law structures. Re-insourcing. Guidance in negotiations and negotiation methods. Antitrust aspects. Data protection. Corporate governance. Public funding.

Financing: Capital measures. Acquisition financing. Leveraged buyout financing. Mezzanine financing. Silent Partnerships. Convertible Loans. Arrangement of security.

Institutions and management: Organization of elections and appointments ofmembers of company bodies. Director and executive contracts. Compensation models. Advising company body members. Day-to-day management guidance. Co-determination matters. Representation in meetings of company bodies.

Documentation in outsourcing projects: Non-disclosure agreements. Letters of intent. Exclusivity agreements. Outsourcing contracts. Works and service contracts.Call and put options. Leasing and licensing agreements. Interface documentation. Companion agreements. 

Interface management in outsourcing projects: Exercise of management board functions. Legal performance control.

Employment law issues in outsourcing projects: Employment law due diligence. Structuring and detection/ prevention of undesired transfers of operations. Optimization of personnel costs. Negotiation with workers' representatives. Balance of interests and redundancy plans. Transfer arrangements. Support in interviews with employees. Support during company meetings.

Disputes in outsourcing projects: Price adjustments. Securing contractual rights. Arbitral expert opinion process. Arbitrations. Representation in civil courts. 

Commercial

Our commercial legal services list includes:

Contract law: Drafting and negotiating of contracts. General terms and conditions. Contract templates. Contract management. Liability and warranty issues. Termination of contracts. Assertion and defense of claims. Cross-border issues. Antitrust aspects. Data protection.

Disputes: Receivables management. Court representation. Interim measures. Arbitration. Avoidance proceedings. Seizure of domestic and foreign assets. Enforcement.

Day-to-day affairs: Outsourced legal department. Business correspondence. Tactics. Guidance in negotiations and negotiation conduct. In-house training. Secondments.

Interface management: Support with personnel topics. Contractual protection against insolvency scenarios. Representation in insolvency situations. VAT issues. Tax structuring. Guidance in corporate law projects. Data protection issues. Antitrust and competition law peculiarities. White collar crime. Compliance. Regulatory requirements. Tendering law issues.


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