Corporate Law

Milbank’s Munich Corporate Law team which is led by German partners Norbert Rieger, Ulrike Friese-Dormann and Christoph Rothenfusser has gained recognition in the German market for their sophisticated “corporate advisory” practice. Their well-known expertise includes all aspects of the German corporate law and groups of enterprises (“Gesellschaftsrecht, Aktien- und Konzernrecht”) as well as corporate reorganizations (“Umwandlungsrecht”). Given the potential impact of minority shareholders’ actions for a successful and timely implementation of corporate reorganizations in Germany, the corporate advisory team also focuses on the preparation and the coaching of shareholders’ meetings of public companies as well as corporate litigation and appraisal proceedings following corporate reorganizations (“Anfechtungsklagen, Spruchverfahren”) and has reached a broad experi-ence in this field. Together with the team’s expertise in public takeovers, Milbank offers a comprehensive advice for listed companies.

Members of the team were involved in various squeeze-outs of minority shareholders, including the squeeze-out of Edscha AG’s minority shareholders by The Carlyle Group and the squeeze-out of Stinnes AG’s and Salamander AG’s minority shareholders by Deutsche Bahn AG and Energie Baden-Württemberg AG, respectively. Squeeze-outs as well as the conclusion of domination and/or profit and loss pooling agreements also play an important role in the private equity context. As regards corporate reorganizations, members of our Munich team were involved in the statutory merger of ProSieben and SAT.1 to form the largest German private TV station as well as various spin-offs, inter alia for Stinnes AG, Inifineon Technologies AG and Nemetschek AG, and the taking private of Honsel AG which was the first public-to-private in Germany by a financial sponsor.

Norbert Rieger is recognized by JUVE’s “German Commercial Law Firms 2005/2006” as one of the Leading Rainmakers in Germany for corporate law, M&A and Private Equity. Ulrike Friese-Dormann is ranked by JUVE as Rising Star for corporate law and was recognized by “The Lawyer” as one of the Hot 100 in 2005.

Notable Transactions include:

• 450 million Euros debt push-down into Honsel KG in preparation of its sale by The Carlyle Group to Ripplewood

• Mediantis AG on its share buy-back in the amount of 40% of its share capital

• Honsel on the settlement of the long lasting judicial appraisal proceeding relating to its taking private

• The combined share capital increase and decrease of mediantis AG with a subsequent redemption of shares, an innovative transaction which allowed mediantis to buy-out minority shareholders

• Stinnes AG, Infineon Technologies and Nemetschek AG on various spin-offs of business units

• The Carlyle Group on the taking private of Honsel AG

• Settlement of shareholders’ voidance actions against resolutions of the shareholders’ meeting of Gabriel Sedlmayr Spaten-Franziskaner Bräu KGaA

• Settlement of shareholders’ voidance actions against resolutions of the shareholders’ meeting of Dinkelacker-Schwaben Bräu AG

Partners and Counsel

Friese-Dormann, Dr. Ulrike
Rieger, LL.M., Dr. Norbert
Rothenfusser, Dr. Christoph