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VALFORD | Rechtsanwälte

Market entry and company formation

  1. Advice on market entry and the choice of legal form

  2. Foundation of corporations and partnerships as well as associations 

  3. Commercial law advice 

  4. Joint ventures, strategic partnerships and cooperations

Corporate Housekeeping

  • Corporate housekeeping documents (e.g. for organ orders and changes, relocations, submission of annual financial statements, etc.)

  • Monitoring of reporting and documentation obligations 

  • Preparation and support of and representation in (electronic) general and annual general meetings 

  • Provision of e-meeting rooms for company meetings

corporate governance

  • Articles of association, articles of association and syndicate agreements

  • Contracts between companies and their bodies (managing directors, board members, supervisory and advisory boards) or shareholders, in particular managing director and board member contracts and employment contracts

compliance

  • Structuring of compliance systems and creation and review of compliance guidelines, rules of procedure and training materials 

  • Advising managing directors, board members, supervisory and advisory boards as well as shareholders on compliance matters, in particular on liability issues and the preventative avoidance of or handling compliance violations 

  • Advice on issues related to compliance with capital preservation regulations, equity substitution and prohibited return of contributions 

  • Representation in shareholder disputes

corporate finance

  • Structuring of equity and debt financing (capital increases, shareholder loans, cash pools, loan agreements, etc.) 

  • (Startup) Grants 

  • Advice on alternative forms of corporate financing (silent partnerships, profit participation rights, hybrid/mezzanine capital, etc.)

reorganizations

  • Structuring and implementation of reorganization measures (national and cross-border mergers, demergers, contributions, conversions, changes of legal form and reorganizations)

Market entry and company formation

  • Advice on market entry and the choice of legal form

  • Foundation of corporations and partnerships as well as associations 

  • Commercial law advice 

  • Joint ventures, strategic partnerships and cooperations

Corporate Housekeeping

  • Corporate housekeeping documents (e.g. for organ orders and changes, relocations, submission of annual financial statements, etc.)

  • Monitoring of reporting and documentation obligations 

  • Preparation and support of and representation in (electronic) general and annual general meetings 

  • Provision of e-meeting rooms for company meetings

  • Articles of association, articles of association and syndicate agreements

  • Contracts between companies and their bodies (managing directors, board members, supervisory and advisory boards) or shareholders, in particular managing director and board member contracts as well as employment contracts

corporate governance

  • Structuring of compliance systems and creation and review of compliance guidelines, rules of procedure and training materials 

  • Advising managing directors, board members, supervisory and advisory boards as well as shareholders on compliance matters, in particular on liability issues and the preventative avoidance of or handling compliance violations 

  • Advice on issues related to compliance with capital preservation regulations, equity substitution and prohibited return of contributions 

  • Representation in shareholder disputes

compliance

corporate finance

  • Structuring of equity and debt financing (capital increases, shareholder loans, cash pools, loan agreements, etc.) 

  • (Startup) Grants 

  • Advice on alternative forms of corporate financing (silent partnerships, profit participation rights, hybrid/mezzanine capital, etc.)

  • Structuring and implementation of reorganization measures (national and cross-border mergers, demergers, contributions, conversions, changes of legal form and reorganizations)

reorganizations

Real Estate Companies

We support real estate entrepreneurs in the purchase and exploitation of real estate. We also advise on all issues relating to the establishment of renewable energy communities and subsidies.

 

In the area of real estate management, real estate investors, owners, property managers and real estate agents count on us to prepare, review and negotiate all necessary contracts.

 

In economically challenging times, we also advise real estate companies on restructuring and insolvency law issues. At the same time, we also support equity investors and real estate investors in the restructuring or refinancing of crisis-ridden real estate investments or the acquisition of real estate from insolvency.

 

In the context of crisis management, we primarily rely on mediation as an all-party procedure for rapid and result-oriented conflict resolution.

 

Our service portfolio includes inter alia:

Corporate Bodies and Compliance

  • Appointment and change of corporate bodies

  • Managing director service, management board and employment contracts 

  • Implementation of supervisory and advisory boards and committees

  • Ongoing advice on corporate law, in particular on capital maintenance regulations, equity substitution and prohibited return of contributions as well as liability issues

  • Rules of procedure, codes of conduct

Corporate Structure

  • Articles of association, statutes and syndicate agreements

  • Monitoring of reporting and documentation requirements

  • Corporate housekeeping (filing 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

Real Estate Transactions

  • Structuring of real estate transactions in the form of asset or share deals

  • 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 legal due diligence (seller or buyer side)

  • Advice in connection with real estate transaction financings

  • Drafting, review and negotiation of all transaction documents (purchase agreement, shareholder, supervisory board and advisory board resolutions etc)

  • Preparation and support of the signing and closing of real estate transactions

Real Estate Company 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

Formation of Real Estate Companies

  • Advice on market entry and choice of corporate form

  • Formation of corporations and partnerships

  • Commercial law with a focus on the real estate industry

Real Estate Management

  • Rental and lease agreements

  • Management contracts

  • General terms and conditions for property managers

  • Condominium law, preparation of owners' meetings and resolutions

Real Estate Agents

  • Sample offers, brokerage contracts, brokerage agreements

  • General terms and conditions for real estate agents

Energy

  • Consulting in connection with renewable energy communities and subsidies

Reorganization of Real Estate Companies

  • Structuring and implementation of reorganization measures (national and cross-border mergers, demergers, contributions, conversions, change of legal form, etc)

Crisis Management and 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 a real estate company and in connection with business relationships

  • De-escalation and consulting in connection with maintaining a positive image

  • Positive processing of loss of confidence

  • Out-of-court and at court dispute resolution

Special Situations

  • Advice on the purchase or sale of real estate companies in need of restructuring or insolvent real estate companies or real estate out of insolvency

  • Support of equity investors in the restructuring or refinancing of crisis-ridden real estate investments

  • Representation of real estate investors during ongoing restructuring and insolvency proceedings

Restructuring and  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

  • Advice to corporate bodies in matters of reorganization law, in particular in connection with liability risks and annulment issues

Insolvency and 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 real estate companies in crisis during ongoing reorganization and insolvency proceedings

  • Liquidation of companies

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