Corporate

Partners in this practice area

Mergers and acquisitions

We have extensive experience in national and international M&A transactions. During recent years, our corporate team has worked on several high profile transactions. Structuring the transaction and conducting due diligence according to our clients’ specifications are as important to us as the preparation of the necessary contracts and their negotiation from the first draft until signing. The team also has special expertise in providing restructuring and reorganisation advice as well as in transaction finance and tax optimisation.

Restructuring and reorganisation

In recent years, we have advised our clients on a high number of complex and challenging restructurings and reorganisations, many of which involved our international partners. A distinguishing feature of our M&A practice is that we staff transactions with lawyers who truly understand the business being bought and sold, not simply “pure” M&A specialists with no industry expertise. This enables us to tailor solutions to our clients’ needs.

We advise on the establishment of rescue companies and joint ventures, as well as on all relevant contracts between the company and its shareholders, partners and creditors (e.g. pooling agreements and negotiations).

Corporate advice

The members of our corporate team also have extensive knowledge of commercial and tax law. This knowledge, together with a deep understanding of economic relations and commercial backgrounds enables us to provide competent and efficient advice to our clients.

Another core area of our daily work is providing ongoing corporate advice to medium-sized private companies as well as international groups. Our lawyers always aim to meet highest demands when it comes to quality and commitment. This includes out of court advice, e.g. on the preparation of a listed company’s annual general meeting or on other complex legal issues in relation to partnerships and legal entities. We also advise - if required - on legal proceedings between shareholders, companies and other bodies.

In many cases, we closely advise the management on the legal challenges of its daily duties. Our team, if required, is available 24 hours/7 days a week as often fundamental management decisions have to be taken under great time pressure and unexpected situations require fast reactions.

Private equity and venture capital

We provide ongoing advice to a number of prestigious private equity houses in relation to their investments. Our German office has built a strong track record of M&A and finance transactions. Our team is very experienced in structuring private equity funds, advising on the investments themselves, and providing a cradle-to-grave service from investment to exit. Our team also has extensive experience in representing companies and their owners in negotiations with financial investors. We always focus on the representation of our clients' interests but also aim to find solutions that sufficiently balance the interests of both sides in all stages of the transaction.

Capital markets

Our capital market specialists advise on IPOs, re-listings, secondary listings, delistings and squeeze-outs across the spectrum of industry sectors. The team also provides advice on the new German and EU law on prospectuses.

Privatisation

The deregulation of various industry sectors has led to an increase of privatisation throughout Europe, which is expected to further increase because of the tight budget of many countries. Our corporate team was involved in a number of recent privatisation including the sale of public utilities divisions, IPOs and public private partnerships (PPPs) projects.

Insurance

Our objective is to strengthen the insurance practice in our German offices to provide European and international insurance companies with integrated advice on European and German insurance law aspects as well as on cross-border transactions.

We have extensive knowledge of outsourcing transactions and regulatory matters. In the past, our tax team has developed efficient tax structures for insurance and fund products. Together with our employment team, we advise on pension and benefit funds as well as direct insurances issues.

Our insurance team is well aware of the new developments and challenges of an increasingly global insurance market. The team offers comprehensive and innovative advice and focuses on the following areas:

• Company incorporations, M&A transactions and reorganisation of insurance companies, mutual insurance companies and insurance brokers
• Portfolio transfer and settlement
• National and cross-border insurance and reinsurance issues at portfolio transfers
• Company and industrial insurances
• Pass porting of insurance products to Germany from other EU jurisdictions
• Preparation of intermediary agreements and other contracts
• Outsourcing

Business ethics and anti-corruption

Corporate Compliance is becoming an ever important issue for the management. Our Business Ethics and Anti-Corruption Group advises clients across the entire international network on all matters relating to business ethics and bribery and corruption, enabling proactive management of litigation risks and the protection and enhancement of business reputations.

We have handled a number of high profile ethics and corruption matters across multiple industry sectors and geographic regions, including Europe, Asia, Latin America, Africa and the Middle East.

We can help your business with the following:

• Anti-corruption risk assessment and internal compliance policies and procedures
• International business transactions
• Internal corporate investigations
• Ethics and corruption training of management and employees

We are corporate members of Transparency International and the Institute of Business Ethics.

Italian Desk

Our Munich office is one of the very few international legal practices with an Italian Desk providing comprehensive and high profile advice for German companies on their Italian activities as well as for Italian Companies on their activities in Germany.

Our Italian Desk comprises three native Italian speakers, two of them qualified as German lawyers and one qualified as an Italian lawyer.

We mainly advise our clients in the areas of M&A, Private Equity, Tax Law, Company Law, Corporate Real Estate as well as on other aspects of Commercial Law.

We combine profound know-how on Italian as well as German law and can count on the knowledge of more than 150 experts in Munich, Frankfurt, Milan and Rome. We build bridges between two cultures and do not only consider the differences between the two jurisdictions but are also aware of cultural differences.