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Corporate

Our corporate legal services list includes:

Corporate law: Incorporation of companies. Setting-up of start-ups. Articles of association and bylaws. Corporate governance structuring. Shareholder agreements. Management participation. VSOPs. Share capital changes and related capital measures. Share or enterprise transfers. Corporate group matters. General meetings. Board of Directors and Supervisory Board meetings. Filings with commercial courts and trade authorities. Corporate housekeeping.

Reorganisations: Closure of loss-making company sections. Outsourcing of non-core activities. Streamlining overheads and direct personnel. Optimisation of personnel costs. Conversion measures. Implementation of liquidations.

Notification and reporting requirements: Corporate governance supervision. Compliance issues. Ad hoc notification requirements. Insider matters. Advice on annual reports and mandatory filings. Notification requirements. Notification of voting rights.

Disputes: Arbitral expert opinion procedures. Arbitration. Representation in the civil courts.


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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.