Corporate

Corporate law-related questions and challenges constitute one of the main focuses of our legal counsel. Through corporate law-based structural design, we assist our clients in achieving their economic objectives by delivering support at owner, company and board levels.

Legally advising shareholders starts with assistance provided prior to company incorporation. In the initial stages, choosing the right legal form and predefining the internal company structure have priority. Here our main objective is to forge the right legal framework, taking into account the will of the shareholders and their economic goals. If a company has more than one shareholder, the internal relationship between the shareholders must be regulated (pool agreements, shareholders agreements, etc.). Within this context, it becomes important to establish material strategic cornerstones for the future of a company and its shareholders.

Following incorporation, we advise a company and its board members on all ongoing corporate law-related legal issues (corporate housekeeping). Our legal advice also includes assistance in solving legal disputes among different internal corporate bodies, especially issues relating to their various responsibilities. We not only provide out-of-court counsel, but also collaborate with our colleagues from the Practice Group “Dispute Resolution” to vigorously pursue the interests of our clients in adversarial contests before arbitration panels and courts.

Moreover, we advise our clients within the framework of structural changes affecting their companies. This ranges from preparing and executing merger and other restructuring activities to entering into or terminating intercompany agreements. Furthermore, we assist our clients in all issues relating to company financing, including capital increases, share distributions and hybrid financing (for example: issuance of certificates of indebtedness or execution of silent partnerships).

With the help of our colleagues from the Practice Group “Human Resources”, we are also able to offer tailor-made solutions at the junctures between corporate and labor law. This especially covers negotiating service agreements with company management and preparing employee stock option plans or other bonus programs. Furthermore, our services also address the right of co-determination, which presents special challenges for corporate governance.

Finally, exiting shareholders also give rise to corporate law-related issues when they sell their shares, depart in accordance with an intrafamilial succession plan or cede their assets by other means. Here our consultation mainly focuses on foresightfully planning and providing for possible developments and predesigning appropriate contingency measures. Of course, such endeavors closely overlap with the activities of our Practice Group “Mergers & Acquisitions”.

In everything we do, it is important to maintain an appropriate sense of proportion and a deep understanding of underlying economic linkages. One-size-fits-all solutions seldom lead to success because they tend either to fall short or overshoot the mark and become economically unattractive. We therefore offer corporate law-related solutions tailor-made for the personal and economic requirements of our clients.

Our Practice Group “Corporate / Companies’ Fundamentals” predominantly deals with the following challenges:

Providing advice on incorporation and choosing the best company legal structure

  • Preparing and negotiating corporate law contracts (shareholders agreements, articles of associations)
  • Offering advisory support on shareholder entries and exits
  • Transformational guidance (mergers, demergers, spin-offs, corporate legal form changes – including cross-border)
  • Restructuring entire groups of companies, especially in preparation for or following M&A transactions
  • Structuring and preparing capital increases and decreases as well as corporate law- related aspects of company financing
  • Devising appropriate regulations for corporate succession
  • Preparing and executing annual general meetings of stock corporations
  • Advising on compliance with corporate governance requirements
  • Delivering consultation on all regularly recurring or extraordinary shareholder resolutions (corporate housekeeping)