DIGITAL BUSINESSES & STARTUPS
Digital transformation is driving the creation of new markets, products, and services. Simultaneously, regulatory complexity is growing significantly. While a broad range of European and domestic legal acts introduce strict regulations for platforms, market participants, and digital services, emerging civil, product, and security laws set new compliance requirements for the development and distribution of digital products and services.
We advise founders and startups on all corporate, compliance and business law matters related to the development of their business model, especially in the area of digital and disruptive technologies. We combine our broad expertise in the relevant areas of law with our extensive understanding of technology and innovation.
We have many years of experience in the preparation, structuring and execution of financing rounds (pre-seed, seed, series A etc), exits and add-on acquisitions, advising founders and startups or business angels, venture capital funds and strategic investors. In economically challenging times, our clients rely on our expertise in restructuring and insolvency law matters.
Service Portfolio
Company Formation & Trade Law
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 as well as committees
Ongoing advice on corporate law, in particular on capital maintenance rules, equity substitution and prohibited return of capital contributions as well as liability issues
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
Startup Financing
Subsidies
Convertible loans
Loan agreements
Silent Partnerships
Financing Rounds & Exit
Structuring of investments/exits in startups
Pre-deal documents (process letters, letters of intent, confidentiality agreements, term sheets, special powers of attorney etc)
Pre-deal restructuring of target companies
Transaction and stakeholder management (directors, supervisory and advisory boards, co-partners and external advisors etc)
Tech-enabled due legal diligence (company/founder or investor 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 and advisory board resolutions etc)
Assistance in the investment and merger control proceedings
Preparation and support of the signing and closing of corporate transactions
Employee Participation
Structuring of ESOP, VSOP and PSOP models
Incentive and bonus agreements
Add-on Transactions
Structuring and execution of add-on transactions and subsequent integration measures (national and cross-border mergers, demergers, contributions, conversions, change of legal form etc)
Milestone management and ongoing advice to the target company
Corporate
Reorganisations
Structuring and implementation of reorganisation measures (national and cross-border mergers, demergers, contributions, transformations, changes of legal form etc)
Sample contracts
General terms and conditions
Employment contracts
Cooperation agreements
Rental agreements
Cloud Computing
Advice relating to the use of cloud computing and selection of suitable clouds
Use of apps
E-Commerce
Advice on legal requirements for the web presence of digital business models and web stores (E-Commerce Act, Telecommunications Act, Distance and Off-Site Transactions Act, Media Act, etc)
Advice in connection with the use of payment providers
Drafting, review and negotiation of contracts with webshop developers and agencies
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
Establishment of development and exploitation cooperations and joint venturess
Influencer
Advice on matters relating to influencer marketing
Advertising and sponsorship contracts
Online platforms &
Internet of Things
Advice on the setting up digital marketing, travel and streaming platforms
Advice on licensing, liability and contractual issues relating to the Internet of Things and data exchange platforms
Software Agreements & Open Source Software
Software license agreements
IT procurement agreements
IT outsourcing agreements
Advice on legal issues of software-as-a-service models
Service level agreements
Restructuring & Turnaround
Support in the legal implementation of reorganization concepts and expert opinions
Formation of rescue 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