We are as a leading law firm in the field of corporate law. Companies and their shareholders turn to us when they are faced with fundamental issues relating to corporate or partnership law. Charities and associations seek our advice on structural and organisational matters.

In addition to advising on the strategically appropriate legal form, our work encompasses, in particular, the drafting of Articles of Association (AoA) and Shareholders’ Agreements (SHA), as well as negotiating these with investors. Our clients span the entire corporate spectrum, from start-ups and medium-sized companies with complex shareholder structures, to listed and unlisted groups, national and international joint ventures (JV), and companies facing succession planning (Unternehmensnachfolge).

Our advisory services focus primarily on the division of responsibilities and powers within the company between shareholders, management and supervisory bodies (Corporate Governance), liquidation preferences and other protective mechanisms for investors, the harmonisation of retention and distribution interests, severance arrangements upon the exit of shareholders, equity participation models for managers and employees, and exit strategies.

Our expertise in corpoate law and inheritance law is particularly sought after for all matters relating to business succession. We advise business owners on all possible ways in which responsibility for the business can be transferred to third parties. In doing so, we also explain the consequences that the decision, once made, will generally have for the company’s employees. As we are familiar with the logic of investors, we are able to negotiate with them ‘on equal terms’.

Our legal practice is not limited to advising on drafting contracts. Where necessary, we also support our clients in enforcing their interests through courts or arbitration, whether on behalf of the company against minority shareholders acting in bad faith (lästige Minderheitsgesellschafter), or on behalf of minority shareholders against the breach of fiduciary duty in the exercise of majority power. Thanks to the experience we have demonstrated over decades in conducting litigation in shareholder matters before ordinary courts and arbitration tribunals, we are frequently instructed in legal disputes concerning the exclusion of shareholders or the dissolution of companies due to profound disagreements amongst the shareholders.

The partners have earned an excellent reputation for many years in advising both on domestic and cross-border transactions. The scope of their advisory services is wide-ranging. This includes strategic business acquisitions, as well as private equity and venture capital deals, and the establishment of joint ventures, often between parties from different countries. In addition, we assist development finance institutions (DFIs) with their equity investments in European, Asian and South American countries, as well as with their exit from such investments.

We assist with mergers, demergers and changes of legal form, whether national or transnational, from the initial strategic considerations right through to implementation. Clients value our comprehensive advice on transaction risks, particularly those arising from challenges to necessary shareholder resolutions, and the liability risks for the legal entities involved and their governing bodies.

Drawing on our experience gained from the large number of court cases we have handled for clients in the past, we provide well-founded assessments of how proceedings are likely to unfold and their prospects. We combine substantive expertise with an instinct for the right litigation strategy, sophisticated pleading techniques and confident courtroom advocacy.

We specialise in representing clients in complex legal disputes across various areas of civil law. Notable cases we have handled include disputes relating to distribution agreements and commercial leases, product liability cases, the prevention or prosecution of breaches of non-competition clauses, breaches of professional duty by tax and legal advisers, abusive arrangements and breaches of fiduciary duty in corporate restructuring, as well as inheritance disputes, particularly in relation to shareholdings.

Given our specialist knowledge of corporate law and accounting, we are frequently called upon when shareholders are in dispute over unpaid profit distributions or the amount of compensation (Abfindung) upon a shareholder’s exit from the company, when directors wish to defend themselves against extraordinary dismissal and termination of their employment contracts, or where the liability of directors or members of supervisory bodies is at issue. Our extensive transactional experience is the reason why we are regularly engaged in connection with post-M&A disputes.

In both domestic and international arbitration proceedings, we act as arbitrators or represent parties.