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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

Industrial, Trade, Distribution and Logistics Companies

We advise industrial, trade, distribution and logistics companies 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.

 

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 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, board of directors and employment contracts 

  • 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

Corporate Structure

  • Articles of association, statutes and syndicate agreements and rules of procedure

  • 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

Business Operations and 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 and Customs

  • Import and placing on the market of goods

  • Export regulations and sanctions lists

  • Customs law topics

Market Entry and Company Formation

  • Advice on market entry and choice of corporate form

  • Formation of corporations and partnerships

  • Trade law

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 and 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 Reorganizations

  • Structuring and implementation of reorganization measures (national and cross-border mergers, demergers, contributions, conversions, changes 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 companies 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 dispute resolution

Special Situations and

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 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

  • Advising 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 companies in crisis during ongoing reorganization and insolvency proceedings

  • Liquidation of companies

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