We advise companies and investors in all areas of corporate law and on compliance with capital market requirements and obligations.
In addition to structuring and implementing complex national and cross-border transactions, we also counsel clients on issues of stock corporation law, corporate group and capital markets law, co-determination rights of employees, and corporate governance and compliance, and provide legal support for shareholders' meetings.
Focus of advice
- National and cross-border mergers and acquisitions of publicly traded companies
- Reorganization measures as well as structuring of intragroup contractual relationships, including cash pooling
- Agreements with members of the management board, and compensation and incentive plans for members of the management board
- Co-determination rights of employees
- Corporate governance, compliance, and manager liability
- Shareholders' meetings and structural measures requiring shareholder approval, including advice in proceedings challenging or seeking approval of shareholder resolutions and in valuation proceedings under corporate law
- Advice on handling shareholder activism and on takeover situations and the defense of takeover attempts
- Law governing the European stock corporation (Societas Europaea, SE)
- Employee participation plans
- Stock repurchase programs, capital increases, and IPOs
- Take-private transactions (squeeze-out, delisting, and downgrading)
- Advice on issues of capital market compliance, in particular insider trading laws, publication of regular and ad hoc notices, and capital market reporting obligations
- Representation in misdemeanor and penalty proceedings under capital markets law, and in investigations/enforcement proceedings of the German Financial Reporting Enforcement Panel (DPR)
