act legal Germany advises Lafayette Mittelstand Capital on acquisition of mdexx

Lafayette Mittelstand Capital takes over the business operations, including all employees, of mdexx, a former business unit of Siemens, by way of an asset deal.  

mdexx develops and manufactures at its sites in Germany, the Czech Republic and China transformers, power supplies, chokes and filters as well as axial- and centrifugal fans for customized ventilation solutions.

mdexx filed for insolvency proceedings under self-administration on 11 October 2021. With the acquisition by Lafayette, which was consummated in July 2022, the business operations can be continued, expanded and all of the approximately 460 jobs of mdexx are secured.

Background:

Lafayette Mittelstand Capital is an investment firm focused on carve-outs and restructurings. act legal Germany regularly advises Lafayette on M&A transactions.

Advisor Lafayette:

act legal Germany: Dr. Fabian Brocke, LL.M. (Corporate/M&A); Dr. Fabian Laugwitz, MBA, LL.M. Eur (Real Estate/Commercial); Dr. Nina Bogenschütz (Employment); Marcus Columbu (Finance); Maximilian Dieler (Restructuring/ M&A)

act legal Romania assisted Louis Delhaize in the sale and lease-back of Cluj commercial centre to Studium Green, a leading Romanian real estate developer

act Botezatu Estrade Partners assisted the Belgian group Louis Delhaize in yet another high-profile M&A real estate transaction – the sale and lease-back of the Cluj commercial centre anchored by Cora to the leading Romanian real estate developer Studium Green.

The team of real estate and M&A lawyers was led by M&A Partner Laura Estrade and Real Estate Partner Mihaela Poșircă together with Counsels Iustina Sima and Andrei Mureșan.

act Botezatu Estrade Partners assisted in all phases of the transaction, including setting up the Data Room, structuring the transaction, drafting and negotiating the contractual documentation consisting mainly of the share transfer agreement and the long-term lease agreement for existing hypermarket premises.

Thanks again to Mihaela, Laura and act team, special mentions to Iustina and Andrei of course. It is always great to have them onboard, knowing that the transactions are definitely well handled and smooth. We are glad to close the real estate chapter after having sold 6 hypermarket properties to Supernova last December and now Cluj to this best in class real estate developer Studium Green. This transaction will provide a significant retail and mixed use redevelopment potential for the near future, and will definitely benefit Cora as a tenant.” – Josselin Granier, Group Real Estate Director at Louis Delhaize.

Studium Green was assisted by Reff & Associates, the Deloitte legal practice in Romania.

About act Botezatu Estrade Partners

act Botezatu Estrade Partners is the Romanian office of act legal, a strong alliance with 300 attorneys in 9 offices located in important markets in continental Europe.

act legal operates as a one-stop shop, offering cross-border regional full-service legal support to companies and investors that intend to do business in or already have a footprint in continental Europe.

For more updates on the firm’s activity, you can follow its LinkedIn page.

“100% Power, 100% Innovation, 100% Digital. Ich gestalte Visionen.” – Chief Digital & IT Officer



Für die Weiterentwicklung und Umsetzung der Digitalstrategie und zugleich auch für die sukzessive Nachfolge in die Verantwortung für die IT unserer Kanzlei suchen wir einen

Chief Digital & IT Officer (m/w/d).

Wir sind modern, voll durchinvestiert und verfügen im Branchenvergleich bereits über einen sehr hohen Digitalisierungsstandard. Die konsequente Weiterentwicklung dieses Standards in den kommenden Jahren hat bei uns höchste Priorität.

Werden Sie ein Teil von act AC Tischendorf!

Mehr Infos erhalten Sie in unserer Stellenanzeige:

Wenn Sie sich angesprochen fühlen und bereit für Ihre nächste Herausforderung sind, bewerben Sie sich mit einer kurzen Beschreibung vergleichbarer Projekte und Erfahrungen bei Dr. Sven Tischendorf: sven.tischendorf@actlegal-act.com

Folgen Sie uns auch auf LinkedIn

“100% Power, 100% Team, 100% Spaß. Ich gestalte mit – seit Tag 1.”



Rechtsanwaltsfachangestellte (m/w/d) gesucht. Werden Sie ein Teil von act legal!

Papier ist geduldig, das direkte Gespräch ist immer am besten. Über einen Anruf oder eine kurze Mail (gerne mit CV) freuen wir uns sehr.

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Important changes in the law on evidence – what now must be observed in every employment contract

What is at stake?

The Verification Act, which has been largely unknown until now, will inevitably be found on the desk of every German employer as a result of its amendment, which will come into force on 1 August 2022. As an EU member state, Germany is obliged to transpose Directive (EU) 2019 / 1152 of the European Parliament and of the Council of 20 June 2019 on transparent and predictable working conditions in the European Union into German law by 31 July 2022 at the latest. At the beginning of May this year, the German legislator presented a corresponding draft law – among other things, to amend the Verification Act, the Part-Time and Fixed-term Employment Act and the Temporary Employment Act, which is to come into force on 1 August 2022. Until now, non-compliance with the Verification Act hardly had any practical relevance, because even orally agreed employment contracts were not invalid due to a violation of the Verification Act. According to the draft law presented by the federal government, violations of the Verification Act now entail more far-reaching legal consequences and fines, which is why employers should definitely review and adapt their standard contracts.

What is the legislator aiming at with the amendment?

The new regulations serve to protect employees in a company and are intended to create even more transparency concerning applicable working conditions.

What’s new?

In future, employers must inform their employees when concluding a new employment contract about, among other things, details of remuneration, probationary periods, working hours, rest breaks, termination and the possibility of bringing an action for protection against dismissal. In addition, reasons must be given for temporary employment and fixed-term contracts. This obligation to provide information also applies to existing employment contracts if they are amended or if employees assert their legal right to information against the employer. The employer must fulfil this right to information transparently and in writing (!) within a period of 7 days. In case of non-compliance or incomplete information, fines of up to EUR 2,000.00 per individual case may be imposed.

What exactly must be considered when drawing up employment contracts starting 1 August 2022?

While remuneration could previously be stated as a lump sum, i.e. including all supplements such as bonuses, special payments and overtime, all remuneration components must be listed separately in the employment contract starting 1 August 2022.

Previously, only working hours had to be stated in the contract. Starting 1 August 2022, rest breaks, shift operation, shift system, shift rhythm and the applicable prerequisites for a shift change must also be recorded. It is unclear whether a general reference to existing company agreements is sufficient.

Contrary to previous practice, it must even be specified in writing under which precise conditions overtime is to be ordered.

Particularly challenging is the newly envisaged obligation of employers to inform their employees in the employment contract about the dismissal procedure and the possibility of bringing an action for unfair dismissal. In this context, questions arise with regard to the consultation obligations of works councils and representatives of severely disabled persons, changes in operations, mass dismissal notices, official approval procedures, etc.

In the future, however, employers will also have new obligations in connection with fixed-term contracts and temporary employment. After a transfer period of six months, the employer will prospectively have to respond to a correspondingly signalled interest of fixed-term employees or temporary workers. The employer will prospectively have to respond to a correspondingly signalled interest of fixed-term employees or temporary workers after a transfer period of six months giving the employer will have to give reasons as to employment relationship or the temporary employment relationship will not be converted into a permanent employment relationship of unlimited duration. This has to be done in text form within a period of one month.

What should be done now?

Employers are well advised to adapt their existing employment contract templates accordingly for the future and to keep a carefully prepared standard information letter for the election of the 7-day period, as fines of up to EUR 2,000.00 may be imposed in each individual case if the information is not provided on time or is incomplete.

act legal Germany advises Pixotope on acquisition of TrackMen GmbH

Pixotope Technologies, a member of Eltek Holding AS, a private investment company based in Oslo, Norway, has acquired all shares in TrackMen GmbH, a leading provider of 3D real-time tracking solutions.

The acquisition is a major step for the media industry as Pixotope and TrackMen now combine a complete virtual production platform, including graphics, camera tracking and talent tracking, into a single product. The founders of TrackMen, Thorsten Mika and Hendrik Fehlis, will stay on board and will further develop the business with its new shareholder Pixotope.

The parties have agreed not to disclose further details of the transaction.

Background:

This was the first M&A transaction of Pixotope in Germany. Act legal previously also advised Pixii AS, another portfolio company of Eltek, being active in the development, manufacturing and sale of smart modular and scalable energy storage solutions, on its market entry in Germany.  
In the recent transaction, act legal Germany advised Eltek comprehensively on all legal aspects, including IP- and IT matters.

act legal – with more than 350 professionals throughout Central Europe – offers sophisticated national as well as international legal advice – the attractive alternative to large international law firms.

Advisors Eltek/Pixotope:

act legal Germany: Dr. Fabian Brocke, LL.M. (Corporate/M&A); Dr. Nina Honstetter (Corporate, Employment); Dr. Florian Wäßle, LL.M., Monique Gunawardene (both IP/IT, Data Protection)

Moog Partnerschaftsgesellschaft: Marc Sälzer (Tax)

The Legal 500 recommends act Czech Republic and its lawyers

The prestigious rating agency, The Legal 500, once again recommends act Czech Republic (act Řanda Havel Legal) and its lawyers.

The Legal 500 Europe, Middle East & Africa, an independent guide which evaluates law firms and individuals all around the world, recently published their 2022 rankings. act Řanda Havel Legal is among the ranked law offices in seven of monitored areas. Nine of our lawyers are recommended as specialists in these specific areas of law.

The most important for us is the positive evaluation of our clients who appreciate (among others) our professionalism, extensive knowledge and pro-client approach.

act Řanda Havel Legal is recommended in these areas:
– Corporate and M&A
– Intellectual property
– Projects & Energy
– Dispute resolution
– Real estate and construction
– TMT
– Banking and finance

The recommended specialists are:
– Martin Řanda (Dispute resolution, Real estate and construction, Corporate and M&A)
– Jan Havel (Dispute resolution, Projects and Energy, Banking and finance)
– Tomáš Rydvan (TMT, Intellectual property)
– Alois Šatava (Corporate and M&A, Projects and Energy, Intellectual property, Banking and finance)
– Matyáš Kužela (TMT, Banking and finance)
– Tomáš Slabý (Real Estate and Construction, Projects and Energy)
– Ladislav Peterka (Dispute resolution)
– Michal Pálinkás (Corporate and M&A)
– Jan Ožana (Project and Energy)

Lenka Droscová named a Partner of act legal Czech Republic

Lenka Droscová was named a partner of act legal Czech Republic (act ŘANDA HAVEL LEGAL) on 1 January 2022. In addition to being a member of Czech Bar Association, Lenka is a member of the State Bar of California, USA.

Lenka Droscová has extensive experience with preparing and negotiating labour law documentation including in particular individual labour law contracts, termination and remuneration documents as well as internal employer’s regulations and collective bargaining agreements. She provides consultations on all day-to-day labour law matters as well as more on specific issues with special focus on transfer of rights and obligations arising out form labour law relations, agency employment and specific issues connected with employment of managers (such as non-compete clauses and other restrictive covenants).

Lenka Droscová also provides legal services in area of immigration law. She focuses on secondment of Czech employees abroad including social security and health insurance issues connected with the secondment. She has also extensive experience with assignment of foreigners (both EU and non EU citizens) into the Czech Republic, when she in particular assists clients with obtaining relevant work and residency permits, preparing assignment documentation and advises on social security and health insurance issues connected with the assignment.

Lenka Droscová has also extensive experience with regulation of occupational health and safety at the workplace with special focus on employer’s obligations in this area including area of employees’ injuries.

“I am delighted that Lenka has decided to continue with his professional career in our firm. She is an excellent lawyer and thanks to her experience and working enthusiasm Lenka is a great asset to the firm and its clients,” says Martin Řanda, Managing Partner of act Řanda Havel Legal.

Successful restructuring: long-established film manufacturer Rhein-Plast becomes part of the Ringmetall Group

Following successful restructuring, the traditional manufacturer of special films for the pharmaceutical industry, among others, will become part of the Ringmetall Group on 1 February 2022. This secures around 90 jobs and the continued existence of the two plants in Bad Dürkheim.

In mid-2021, Rhein Plast applied for the opening of insolvency proceedings in voluntary administration in accordance with § 270 ff, 270b InsO (“protective shield proceedings”) as a result of the unfortunate combination of the negative effects of the COVID-19 pandemic and the effects of the raw materials crisis.

In the course of the preparation and implementation of the self-administration proceedings, Dr Felix Melzer, Dr Alexander Höpfner and Dr Sven Tischendorf supported the management of Rhein-Plast GmbH as general representatives both operationally and as experts in insolvency law. Nick Piepenburg and Marc Schneider (Turnaround Management Partners) provided business management support for the self-administration.

Together, they succeeded in bringing the Rhein-Plast company back into the “profit zone” in just six months and, on this basis, in finding an investor who will continue to develop the company and the site in the long term.

Long-term perspective under the umbrella of the Ringmetall Group

The Ringmetall Group will take over the business operations, the employees and the plants of Rhein-Plast at the company headquarters in Bad Dürkheim completely on 1 February 2022 by way of a so-called “asset deal”. Together with the existing holdings in the packaging sector, Nittel (Halle/Saale) and Tesseraux (Bürstadt), the Ringmetall Group covers a broad spectrum of the market for special packaging.

Existing management remains on board

The existing management team of Roger Eisemann (Managing Director), Thomas Eisemann (Head of Sales) and Christian Gumpert (Head of Production) will remain with the company.

Location and approx. 90 jobs secured

Thanks to the very constructive and open cooperation with the works council, it was possible to completely avoid redundancies within the framework of the self-administration procedure. 

The self-administration procedure could be completely avoided

Existing staff surpluses were reduced by the self-administration in mutual agreement with the affected employees and by setting up a transfer company.

Further development focuses on products for the pharmaceutical industry, among others

Rhein-Plast GmbH focuses on the production of primary packaging materials for the pharmaceutical industry and other applications with high hygiene requirements. With annual sales of approximately EUR 13 million in 2021, Rhein-Plast GmbH currently employs around 90 people.

Another success of act’s redevelopment practice

With the market-renowned self-administration proceedings of, among others, Picard, JMT, Hallhuber, Vossloh-Schwabe, WFS, Transfertex and Saurer Spinning Solutions already successfully concluded in 2020/2021, act AC Tischendorf’s insolvency and restructuring practice, led by partners Dr. Sven Tischendorf, MBA, Dr. Alexander Höpfner and Dr. Felix Melzer, is one of the market leaders in Germany.

Eigenverwaltung Rhein-Plast:

Roger Eisemann (Geschäftsführer)

Berater Rhein-Plast:

act AC Tischendorf Rechtsanwälte, Frankfurt: Dr. Felix Melzer (Generalbevollmächtigter),
Dr. Sven Tischendorf, MBA (Generalbevollmächtigter), Dr. Alexander Höpfner (Generalbevollmächtigter), Dr. Nina Honstetter (Arbeitsrecht)

Turnaround Management Partners, Düsseldorf/Frankfurt: Nick Piepenburg, Marc Schneider (§270b-Bescheinigung, Sanierungskonzept)

Kanzlei Weilbach – Unternehmensverkauf und Nachfolge, Pleisweiler-Oberhofen: Udo A. Weilbach (M&A-Prozess)

Administration of Rhein-Plast: Reimer Rechtswälte, Mannheim: Thomas Rittmeister

Ringmetall Group:
Christoph Petri (board member), Konstantin Win-terstein (board member), Rainer Carqueville, Clemens Aiple

Advisors to Ringmetall Group:
ACURIS Rechtsanwälte, Munich: Dr. Dirk Stahlberg, Dr. Gerd Müller-Volbehr
WPH GmbH & Co. KG Wirtschaftsprüfer, Schwabach: Stefan Maier

Prime Properties, a Luxembourg-based investment fund acquires two German elderly homes with support from AC Tischendorf

Prime Properties is a Luxembourg-based investment fund, managing more than 700 million € of real estate assets (healthcare, residential, office and retail) in 7 European countries.Through its sub-fund “Assisted Living Core”*, Prime Properties acquired two prestigious senior residences located in Baden-Württemberg, Germany from the French ORPEA GROUP.

The two residences gather 175 rooms and 49 appartments (assisted living) with a total useable space of approximatively 15,000 sqm. One residence ‘Weingarten Nursing Home’ is still under construction and is located in the inner-city area of Weingarten (near Karlsruhe). The other one ‘Haus Edelberg Senior Citizens’ is located in the center of Elchsheim-Illingen and was built and delivered in 2020. Both residences will continue to be operated by ORPEA and were for this purpose leased back from ORPEA on a long-term basis. Accordingly, both transactions were structured as ‘Sale & Lease Back’ agreement. The purchase price ranges in the higher double-digit million range.

Both buildings will continue to be operated by ORPÉA and were, for this purpose, leased back from ORPÉA on a long-term basis. Accordingly, the transactions were structured as Sale & Lease Back transactions.

In addition to negotiating the purchase and lease agreements for both buildings, AC Tischendorf also rendered advice, as well as undertaking matters of drafting, with regard to the German corporate structure of the acquiring companies. Furthermore, we assist in the acquisition financing concerning in legal matters. The internationally active ORPEA Group, head-quartered in Paris, is one of the world’s leading providers in the field of comprehensive long-term care (nursing homes, rehabilitation facilities, psychiatric hospitals). ORPEA, which is listed on the Paris stock exchange, operates more than 1,110 nursing and healthcare facilities in 23 countries.

Background info:

For Prime Properties this was a first regarding the purchase of real estate in Germany. ACT was recommended by the Luxembourg law firm KleyrGrasso.

In this transaction, ACT benefited from its strong international wiring and its proven expertise in the field of nursing care real estate.

Advisor Prime Properties:

act AC Tischendorf Rechtsanwälte: Dr. Tara Kamiyar-Müller (Real Estate Law, Lead), Dr. Fabian Laugwitz, MBA, LL.M. Eur. (Commercial tenancy law), Dr. Matthias Müller, MBA (Real Estate Law, Corporate), Tristan Sartorius (Real Estate Law), Sarah Landsberg (Corporate), Marcus Columbu (Finance); Jessica Zenz-Spitzweg (Project Management)

Baker Tilly: Dr. Peter Eggers, David Kubisch (Tax)