INDUSTRY, TRADE & LOGISTICS
We advise industrial, trade, distribution and logistics companies, from SMEs to large (multinational) corporations in all corporate, business and insolvency law matters.
Special emphasis is on the legal structuring of trade and distribution structures, cooperations and logistics solutions, including the corresponding contract drafting, review, negotiation and execution. Along the growth path of our clients, we also support them in changes of legal form, in the purchase or sale of their business and structure succession arrangements for family-run craft businesses.
With many years of transaction experience we also assist our clients in the purchase or sale of their company in its entirety or in parts in the form of asset or share deals, carve-outs, mergers with other companies, strategic partnerships, cooperations or joint ventures and reorganizations. For family-run companies, we also structure succession arrangements and advise on foundation law matters.
In economically challenging times, our clients count on our expertise in restructuring and insolvency law issues. In the context of crisis management, we also rely on mediation as an all-party procedure for rapid and result-oriented conflict resolution, but also represent our clients at court.
Service Portfolio
Market Entry &
Company Formation
Advice on market entry and choice of corporate form
Formation of corporations and partnerships
Trade law
Corporate Structure
Articles of association, statutes, syndicate agreements and rules of procedure
Monitoring of reporting and documentation requirements
Corporate housekeeping (filing(s) of annual financial statements, relocation of registered offices, etc)
Preparation, attendance of and representation at (electronic) general and shareholders' meetings
Provision of e-meeting rooms for shareholders' meetings
Representation in shareholder conflicts
Corporate Bodies & Compliance
Appointment and change of corporate bodies
Managing director service agreements
Implementation of and advice to supervisory and advisory boards and committees
Ongoing advice on corporate law, in particular on capital maintenance rules, equity substitution and prohibited return of capital contributions
Structuring of compliance systems
Compliance advice to managing directors, board members, supervisory and advisory board members as well as shareholders, in particular on preventive avoidance of or dealing with compliance violations as well as liability issues
Preparation and review of compliance guidelines, codes of conduct, rules of procedure and training materials
Business Operations & Contracts
General terms and conditions
Delivery and sales agreements
Service and consulting agreements
Franchise agreements
Authorized dealer, trade agent and distribution agreements
Logistics and transport agreements
Cooperation agreements
INCOTERMS, freight and logistics law
Real estate purchase, financing, rental, lease and easement agreements
Import, Export & Customs
Import and placing on the market of goods
Export regulations and sanctions lists
Customs law topics
Corporate Financing
Capital increases, shareholder loans, loan agreements
Subsidies
Alternative forms of corporate financing (silent partnerships, profit participation rights, hybrid/mezzanine capital, etc)
Profit transfer agreements, cash pools
Operating lease and operating transfer agreements
Energy
Advice relating to renewable energy communities and subsidies
Intellectual Property & Know-How
IP (trademarks, utility models, designs, etc) and domain searches
Employee inventions
Exploitation of intellectual property and know-how, licensing, R&D and distribution agreements
M&A Transactions
Structuring of investments/exits in target companies in the form of asset or share deals, carve-outs, mergers with other companies, strategic partnerships, cooperations or joint ventures
Pre-deal documents (process letters, letters of intent, confidentiality agreements, term sheets, special powers of attorney, etc)
Pre-deal restructuring of target companies, formation of acquisition vehicles
Transaction and stakeholder management (banks, managing directors, board members, supervisory and advisory boards, co-partners and external advisors etc)
Tech-enabled due legal diligence (seller or buyer side)
Setup and management of electronic data rooms
Preparation, review and negotiation of all transaction documents (purchase agreement, investment and shareholder agreement, IP transfer agreements, shareholder, supervisory board and advisory board resolutions etc)
Assistance in investment and merger control proceedings
Advice in connection with transaction financing
Preparation and assistance in signing and closing of M&A transactions
Post Deal Integration
Structuring and execution of post-deal integration measures (legal integration measures, add-on acquisitions, reorganizations and restructurings etc)
Milestone management and ongoing consulting for the target company
Corporate
Reorganisations
Structuring and implementation of reorganization measures (national and cross-border mergers, demergers, contributions, conversions, changes of legal form, etc)
Crisis Management &
Business Mediation
Identification of and support in the resolution of internal conflicts
Stakeholder management, especially of external consultants (eg PR agencies)
Development of crisis management plans and communication strategies
Information preparation for decision makers
Mediation within companies and in connection with business relationships
De-escalation mechanism
(Out-of-court) dispute resolution
Special Situations & Distressed M&A
Advice on the purchase or sale of target companies or parts of companies in need of reorganization or insolvent from the insolvency estate
Restructuring & Turnaround
Support in the legal implementation of restructuring concepts and expert opinions
Formation of restructuring companies
Restructuring and refinancing agreements, standstill agreements, restructuring loan or bridge financing agreements etc
Advising corporate bodies in matters of reorganization law, in particular in connection with liability risks and annulment issues
Insolvency & Liquidation
Advice on asset protection and realization of collaterals as well as liability issues under insolvency law
Advice prior to and in connection with filing for insolvency
Representation of companies in crisis during ongoing reorganization and insolvency proceedings
Liquidation of companies