Dr. Sven Tischendorf, MBA (self-administrator) and Dr. Alexander Höpfner (self-administrator) ensure the successful conclusion of the insolvency proceedings of the Salamander Klauser shoe stores via an investor solution Posted on 21. September 202329. September 2023 by Jessica Zenz-Spitzweg Dr Sven Tischendorf in the function of CRO, Dr Alexander Höpfner in the function of CIO and Dr Christian Holzmann in the function of administrator have been responsible for the self-administration of the traditional German companies Salamander Klauser since 13 December 2022. The shoe chains Salamander and Klauser Schuhe were taken over in 2016 by the parent company Ara, which is backed by the Röseler family of entrepreneurs. Ara manufactures shoes itself and also owns other shoe brands, such as Lloyd or Lurchi. The unfortunate combination of the negative effects of the COVID-19 pandemic and the economic turbulence triggered by the Ukraine war had put a heavy strain on Salamander’s and Klauser’s retail business. In the past months of the self-administration proceedings, the restructuring experts Dr. Sven Tischendorf and Dr. Alexander Höpfner, each as managing director, together with the two Salamander/Klauser managing directors Jens Keller and Jens Peter Klatt, got the company back on track by immediately stabilising business operations and successfully realigning it. In parallel to the operational tasks and the securing of stable financing, an investor process was initiated on the part of the owner and property management with the aim of acquiring new owners with a sustainable continuation strategy by autumn 2023. Within the framework of this investor process, the Prime Footwear investor group prevailed over other renowned strategists and financial investors. Prime Footwear Investors AG is an association of experienced managerial personalities with profound knowledge of the shoe industry as well as renowned retail experts: Franz W. Wiest (transformation expert), the Brandstetter-Finger family (organisational consultant with shoe retail background) as well as Convergenta Beteiligungsgesellschaft are the new main shareholders. In addition, the entrepreneurs Peter Prange (former owner of Salamander/Klauser), Günter Althaus (EX-CEO ANWR Group) and Lothar Schäfer (EX-CEO of Adler Modemärkte and AppelrathCüpper) are also involved. Both the timing and the outcome of the investor process have exceeded expectations, in particular due to the currently very fragile market environment in the branch-based shoe retail sector. As a result, the majority of the approx. 1,000 jobs will be secured both in the now total of 65 branches as well as in the head office and logistics at the Wuppertal location. The investor group has become a shareholder in Salamander and Klauser via an insolvency plan. After the creditors have approved the insolvency plans submitted to Salamander and Klauser on the occasion of discussion and voting meetings held on 15 September 2023, the Local Court of Wuppertal will terminate the insolvency proceedings in the near future. The aim is now to achieve/ensure the operational transition until the formal termination of the proceedings. In order to ensure a smooth transition, the team around Sven Tischendorf and Alexander Höpfner will continue to be available to the new owner of Salamander and Klauser. With a large number of market-renowned self-administration proceedings already successfully concluded in 2020-2022, act AC Tischendorf’s insolvency and restructuring practice, led by partners Dr Sven Tischendorf, MBA and Dr Alexander Höpfner, is one of the market leaders in Germany. Salamander/Klauser self-administration: act AC Tischendorf Rechtsanwälte, Frankfurt – Dr Sven Tischendorf, MBA, Dr Alexander Höpfner (both restructuring managing directors); Dr Felix Melzer (insolvency law, restructuring); Dr Tara Kamiyar-Müller (real estate); Dr Fabian Laugwitz, MBA, LL.M. Eur. (Commercial); Dr. Nina Honstetter (Labour Law); Maximilian Dieler (Insolvency Law, Restructuring)
Cross-border transaction: Private Equity Investor Nimbus sells RAMPF Group Posted on 16. August 202312. October 2023 by Jessica Zenz-Spitzweg act legal advised the private equity investor Nimbus hands-on investors in a cross-border transaction led by act AC Tischendorf Rechtsanwälte with further teams from Hungary, Poland, the US and France on the sale of the RAMPF Group, a leading manufacturer of steel molds for the concrete block industry with more than 550 employees worldwide.Many thanks to Christian Basedow of Nimbus as well as the team of IMAP M&A Consultants AG, in particular Henning Graw, Sebastian Dinklage and Max Victor Müller, for the excellent cooperation and we are looking forward to the next transactions!Advisors Nimbus: act legal – Dr. Fabian Brocke, LL.M. (Lead, M&A), Maximilian Dieler (Corporate, M&A), Dr. Nina Honstetter (Employment), Monique Gunawardene (IP/IT) (all Frankfurt); Dr. Weidinger Péter, LL.M., Dr. István Solt (M&A, Employment, both act legal Hungary), Marek Wojnar, Marlena Witkowska (M&A, Commercial, both act legal Poland), Todd Davidson, Emery Levine, J.D., M.A. (M&A, Employment, both USA, Maynard Nexsen), Adrien Debré, Aurélien Babin (M&A, Employment, both France, Cornet Vincent Ségurel).Advisors M&A: IMAP M&A Consultants AG – Henning Graw, Sebastian Dinklage und Max Victor Müller Follow us on LinkedIn
ChatGPT, thinking software and algorithms – Are there limits to the use of artificial intelligence? Posted on 6. July 20237. July 2023 by Jessica Zenz-Spitzweg In his current article in the Börsen-Zeitung, Dr. Thomas Block, MBA, explains the “status quo vadis”. Click here for the article (article in German language only).
ECJ obliges companies to comply with comprehensive information obligations and organisational measures in the event of data protection deletion requests – Need for action and implementation in corporate practice Posted on 22. May 202322. May 2023 by Jessica Zenz-Spitzweg Overview The European Court of Justice (ECJ) has ruled that companies which process personal data(= data controllers in the sense of the GDPR) to take appropriate technical and organisational measures to ensure that they inform other data controllers about the assertion of data subject rights (Chapter 3 of the GDPR). Previous practice So far, the obligations under Art. 19 GDPR (notification obligation in connection with the rectification or erasure of personal data) have been interpreted rather restrictively and assumed to impose only a limited obligation on controllers. Interpretation in accordance with the ECJ ruling According to the ECJ ruling of 27 October 2022, the notification obligation of Art. 19 GDPR also extends to those controllers from whom personal data have been received. It is then the responsibility of this controller to take appropriate technical and organisational measures to inform both recipients of data and the original source about the revocation. The controller therefore has a comprehensive duty to inform about a data subject’s request for deletion. They must practically involve all other parties in the information chain about the request for deletion or a revocation of data protection consent to the processing and disclosure of personal data. Conversely, data subjects have the right to choose which controller they address a request to within a processing chain. Implementation This broad interpretation of the ECJ means that data controllers must ensure compliance with data subjects’ rights in “all directions”. In fact, this means a comprehensive record of where personal data comes from and to whom it is disclosed. These requirements can only be ensured and proven through precise and up-to-date documentation of the processes in question (data mapping) in a directory of processing activities (Art. 30 GDPR) and an accompanying organisational guideline. We have extensive experience in the design of the prescribed documents and know how to implement them in a legally compliant and effective manner – in line with your corporate culture. Feel free to contact us at any time.
Employer Market Report Posted on 7. March 20235. April 2023 by Jessica Zenz-Spitzweg past meets future +++ skills +++ future +++ priorities +++ Dr. Friederike Jawad, LL.M. Attorney at law act legal Germany AC Tischendorf Rechtsanwälte Frankfurt, Germany Phone: +49 69 24 70 97 32 Send an email A question of priority: Which areas of law are particularly exciting/demanded at the moment? Dr. Friederike Jawad “The restructuring-related areas of law, labor law, M&A, insolvency law. However, we advise students/beginners not to specialize too early. Only a broad basic understanding of business law will ensure that you can later understand interrelationships and think outside the box for your clients.” Dreams of the future: How much “digital law firm” can future lawyers expect? Dr. Friederike Jawad “In short: “A lot” – lawyers have to face numerous “digital challenges”. Paperless work, digital negotiations and smart documents tools are already common. In the future, legal tech will make everyday work more flexible, but also increase efficiency, and significantly change the traditional legal profession.” Skill check: which skills are absolutely essential, how much practice is required? Dr. Friederike Jawad “A broad view pays off! Means: Use your studies and legal clerkship to look at as much as possible. This can be a stay abroad or exciting internships (preferably also in “non-legal” areas). If you have a basic commercial education in addition to legal knowledge, many doors are open to you in commercial law firms.” Everything is different: what challenges/new developments will prospective young professionals have to face in the next few years? Dr. Friederike Jawad “The trend toward using legal technology to “take care” of tasks that used to be performed by lawyers will continue in the future. More than ever, therefore, “You never stop learning” applies. However, if you have a good basic education, are willing to continuously improve your skills and are open to new technologies, you have all the skills for an exciting profession.” Source: www.audimax.de, JURA Q1 2022-Nachgefragt Arbeitsmarktreport 2022
Fashion forward – The Platform Group becomes new shareholder of Fashionette AG Posted on 2. March 20232. March 2023 by Jessica Zenz-Spitzweg The Platform Group – the pioneer in the field of online platforms (including DocGreen, Stylefy, Taschen24 etc.) becomes a new major shareholder in fashionette AG with the acquisition of 2.4 million shares. The leading online platform for high-quality fashion accessories and perfume & cosmetics in the premium and luxury segment has a turnover of EUR 165 million and continues to grow steadily. The Platform Group, whose origins date back to 1882, still belongs to the family office of Benner Holding and has meanwhile connected 4,000 partners in 16 different industries, is thus consistently expanding its portfolio. Advisors to The Platform Group on Finance: act AC Tischendorf Rechtsanwälte, Marcus Columbu (lead), Swantje Columbu
Realignment – Salamander Deutschland GmbH & Co. KG and 𝗞𝗹𝗮𝘂𝘀𝗲𝗿 are being restructured in self-administration Posted on 2. March 20232. March 2023 by Jessica Zenz-Spitzweg Dr. Sven Tischendorf, MBA and Dr. Alexander Höpfner were appointed to the management board on 13 December 2022 and, together with the two other managing directors Jens Keller and Jens Peter Klatt, have since ensured the successful and unrestricted continuation of both traditional companies. Please click here for more details (article in German language only).
mobility forward – The Platform Group acquires the Mobility Platform Cluno with its shareholding ViveLaCar Posted on 2. March 20232. March 2023 by Jessica Zenz-Spitzweg The Platform Group – the pioneer in the field of online platforms (a.o. DocGreen, Stylefy, Taschen24 etc.) has acquired the mobility platform Cluno Deutschland from the listed Cazoo GROUP, UK, with its shareholding ViveLaCar. With the acquisition of several thousand vehicles, subscribers, 50 employees as well as the offices in Munich, ViveLaCar is now the largest car subscription platform in the DACH region and The Platform Group one of the largest fleet owners in Germany, behind Sixt, Hertz, etc. With the acquisition of several thousand vehicles, subscribers, 50 employees as well as the offices in Munich, ViveLaCar is now the largest car subscription platform in the DACH region and The Platform Group one of the largest fleet owners in Germany, behind Sixt, Hertz, etc.Advisors to The Platform Group: act AC Tischendorf Rechtsanwälte, Marcus Columbu (Project Management, Finance), Dr. Fabian Brocke, LL.M. (M&A)Advisors ViveLaCar GmbH: Dr. Michael Inhester (M&A), Poellath, MünchenAdvisors Cazoo Group: Anthony Cross, Luise Meyer-Lindemann (both M&A), Eversheds Sutherland, Munich
New version of MaRisk – Circular 10/2021 (BA) – Minimum risk management requirements Posted on 25. January 202325. January 2023 by Jessica Zenz-Spitzweg What exactly is the issue? BaFin is currently consulting on an amendment to MaRisk, which will probably be implemented in Q1/Q2 2023. Subject of the implementation The 7th MaRisk amendment adopts in particular the requirements of the EBA guidelines on loan origination and monitoring (EBA/GL/2020/06) and thus a large number of additions to the design of credit processes as well as the consideration of ESG factors. Furthermore, provisions on the handling of real estate business, in particular set-up organization, processes in real estate business, especially in acquisition/establishment, processing and monitoring of real estate projects are introduced. Changes affecting all institutions One of the most significant changes in the 7th MaRisk amendment relates to the consideration of ESG risks in the definition of risk-bearing capacity and its analysis, the design of the business strategy, risk management and controlling processes, and the ICS of an institution, including risk reporting. Institutions must align their business strategy in an economically sustainable manner and develop it on the basis of a forward-looking analysis. To this end take into account changing environmental conditions and the transition to a sustainable economy. To this end, a business model analysis, including stress tests, must be carried out. In the future, the institute’s capital planning must take into account operational business planning.The use of models for decision-making (e.g. risk classification and quantification procedures, stress tests, valuation models, etc.) is subject to new requirements in terms of data sources, adjustments and reliability. The Ma-Risk amendment does not affect models that require approval by the competent authorities and fall within the scope of Regulation (EU) No. 575/2013 (CRR). Innovations in lending When granting loans and valuing loan collateral, ESG risks must be taken into account and the EBA Guidelines on Lending and Monitoring (EBA/GL/2020/06) must be followed. Loans and loan collateral shall be analyzed at least annually for enforceability and default risks. Leveraged Transactions Institutions with a portfolio of leveraged transactions shall also comply with the requirements of the EBA Guidelines on Lending and Supervision (EBA/GL/2020/06), Section 4.3.2 (Leveraged Transactions) when defining their strategy. Changes in the lending business If an institution is active in the real estate business (investment volume of more than EUR 10 million per year and/or 2% of total assets), MaRisk defines in the new Special Part BTO 3 requirements for the organizational structure, processes in the real estate business, in particular for acquisition/construction and the further processing and monitoring of real estate projects as well as the monitoring of real estate projects. Effects on practice All changes must be reflected accordingly in the organizational guidelines. This means that you not only have to implement the changes, but also document that you will implement them in the future.We will be happy to support you in adapting your organizational guidelines and manuals in a way that fits the scope of your business model and reflects your corporate culture.
BaFin focuses audit on product governance and objects to accuracy of financial market participants Posted on 25. January 202325. January 2023 by Jessica Zenz-Spitzweg Complaints about product governance BaFin has examined product providers as well as distributors, i.e. portfolio managers, investment advisors, etc., and found numerous reasons for objections. The complaints relate in particular to the following topics: PRODUCT PROVIDER Target market identification When determining the target market, product providers must specify exactly what knowledge, experience, risk appetite, etc. the investors must have who are to be suitable for the product in question. The more complex a product is, the more extensive and in-depth the individual characteristics of the potential target customers must be designed (proportionality principle) to ensure that only customers within the target market are eligible for purchase. BaFin has found that product providers rarely base their target market definition on the proportionality principle. There is a need for improvement here. Costs and fees The cost and fee structure must also fit the target customers. Costs, for example, must not eat up the expected return. Product providers must calculate and evaluate this accordingly when designing the product. DISTRIBUTORS Target market identification For distributors, the target market must be determined individually against the background of the company’s own customer base. An independent target market definition must therefore be carried out; an unchecked takeover from the product provider is not sufficient. The following also applies to this target market definition: the more complex a product is, the more extensive and in-depth the individual characteristics of the potential target customers must be (principle of proportionality). RESPONSIBILITIES, IMPLEMENTATION Responsibilities The responsibility for proper target market determination in compliance with the proportionality principle lies with the respective product provider or sales company. They cannot therefore delegate these tasks in one direction or the other. Implementation in organizational guidelines The best way to counter BaFin’s objections is to include appropriate requirements in your organizational guidelines. We have years of experience in drafting them and therefore know exactly what is important and how you can implement them in a way that fits your corporate culture. Please feel free to contact us at any time and arrange a meeting.
