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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

Startups, Investors & Digital Business Models

We advise founders and startups on all corporate and business law matters related to the development of their business model, especially in the area of digital and disruptive technologies. As we ourselves are entrepreneurially active in the legal innovation and e-commerce sector, we also often act as a sparring partner for our clients on all corporate strategy issues. We combine our broad expertise in the relevant areas of law with our extensive understanding of technology and innovation. In economically challenging times, our clients rely on our expertise in restructuring and insolvency law matters.

 

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. 

 

Our service portfolio includes inter alia:

Corporate Bodies and Compliance

  • Appointment and change of executive bodies

  • Managing director service agreements

  • Implementation of and advice to supervisory and advisory boards

  • Ongoing advice on corporate law, in particular on capital maintenance regulations, equity substitution and prohibited return of capital 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

Startup Financing

  • Subsidies

  • Convertible loans

  • Loan agreements

  • Silent partnerships

Financing Rounds and Exit Advice

  • 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

Company Formation and Trade Law

  • Advice on market entry and choice of corporate form

  • Formation of corporations and partnerships

  • Trade law

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 Reorganizations

  • Structuring and implementation of reorganization 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 the 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 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

  • Establishment of development and exploitation cooperations and joint venturess

Influencer

  • Advice on matters relating to influencer marketing

  • Advertising and sponsorship contracts

Online Platforms and the 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 und 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 and 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 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 the filing of an insolvency petition

  • Representation of creditors and companies in crisis during ongoing reorganization and insolvency proceedings

  • Liquidation of companies

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