Dr. André Kowalski

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Dr. André Kowalski, Partner

Dr. André Kowalski is mainly active in Mergers & Acquisitions (see Practice Group Mergers & Acquisitions) and counsels companies, its shareholders and officers in corporate related matters, in particular, but not limited to, restructuring processes as well as the establishment of joint ventures (see Practice Group Corporate). A further focus of his activities is advising family owned companies and their shareholders. 

Dr. André Kowalski is also frequently appointed as arbitrator in corporate-related arbitration proceedings.

Awards/Recommendations
Handelsblatt/Best Lawyers©: Corporate Law Germany (2018-2014)

Curriculum Vitae

  • Since January 2007 FRANZ RECHTSANWÄLTE
  • 2000 - 2007 Freshfields Bruckhaus Deringer (partner)
  • 1998 - 2000 Bruckhaus Westrick Heller Löber (partner)
  • 1992 - 1998 Bruckhaus Westrick Stegemann (since 1996 as partner)
  • Secondment at Ashurst, London (1995)
  • 1992 Admission to the bar

Law studies in Cologne (LL.D., Cologne, 1992) and Geneva (1984/1985)

Scholar of the German Scholarship Foundation (Studienstiftung des Deutschen Volkes) and of the German Academic Exchange Service (Deutscher Akademischer Austauschdienst)

Member of the Industrie-Club e.V. Düsseldorf

German and Swiss citizen 

Languages: German and English

Selected Mandates/Transactions

  • Advising the shareholders of true fruits GmbH, Bonn, with regard to the sale of shares to Eckes-Granini and the execution of a participation and shareholders’ agreement (2018)
  • Advising the Hüls group with regard to the sale of Rolf Benz AG & Co. KG to KUKA (2017)
  • Advising the owner of Hallo Pizza GmbH with regard to the sale of his company to Domino’s (2017)
  • Advising the owners of a laboratory operating company with regard to the sale of their company to Eurofins Group (2017)
  • Advising SURTECO SE with regard to the purchase of Probos Group (2017)
  • Advising Rolf Benz in its divestiture of RUF-Bett (2016)
  • Advising Hüls in its divestiture of Parador (2016)
  • Sale of a major family-owned group of companies active in the paper production business to a foreign investor - M&A, corporate & process management (2014)
  • Spin-off of the business of raiwa eG, Müden/Aller, a major agricultural association, to Raiffeisen Waren GmbH, Kassel - Corporate, commercial & process management (2014)
  • Acquisition of Süddekor group (producers of surfaces and printed decors) by SURTECO SE, a public listed company, and increase of its registered share capital - Corporate, M&A, process management, integration and follow-up restructuring of the group (2013/2014)
  • Sale of the BKG-Kreyenborg Group (a major producer of components and systems for the plastics and recycling industry) to Nordson - Corporate, M&A and process management (2013)
  • Strategic and corporate advice to a major German energy supplier as well as advice regarding reorganizations (continuously)
  • Advising a leading producer of furniture in corporate and strategic matters as well as M&A and reorganizations (continuously)
  • Advising a private entrepreneur regarding the reorganization of his real estate and contribution into a (non-commercial) limited partnership/GmbH & Co. KG (2012)
  • Sale of the microbiological monitoring business of Biotest AG to MERCK KGaA - M&A, Corporate, process management (2011)
  • Advising Biotest AG with respect to a licence, development and cooperation agreement with Abbott Laboratories, Inc. for the development and use of a humanized monoclonal antibody (2011)
  • Sale of the diagnostics business of Biotest AG (a global specialist for immunology and hematology) to Bio-Rad Laboratories, Inc. - M&A, corporate, process management (2010)
  • Sale of the CRH group (a major supplier of the automotive industry for seats and seat components) to Johnson Controls, Inc. - M&A, corporate, commercial & process management (2010)
  • Advising a major cash transport provider in corporate and M&A matters (continuously since 2009)
  • Advising a consultancy company in corporate and strategic matters (continuously)
  • Accompanying the conversion of SURTECO AG into a European Corporation (Societas Europaea, SE) - Corporate, commercial and strategic advice (2007)

Selected Publications

  • “Notarization Requirements in Corporate Law“, in: Wachter, Manual Corporate Lawyer (1st Edition 2007, 2nd Edition 2010 and 3rd Edition 2014) 
  • Commentary to the provisions regarding the increase of capital by conversion of capital surplus, in: Gehrlein/Ekkenga/Simon, Commentary to the German Act on Limited Liability Companies/GmbHG (1st Edition 2012, 2nd Edition 2014) 
  • “The special status proceeding pursuant to Sections 96 para. 2, 97 subseq. Companies Act (AktG) - a pitfall in company law?” in: DB 2009, page 551 et seqq. (in cooperation with Dr. Matthias Schmidt) 
  • “Practical questions involved in the conversion of a public limited company into a societas europaea” in: DB 2007, page 2243 et seqq. 
  • “Integration: Compensation by using authorized share capital” in: AG 2000, page 555 
  • “Claims of shareholder and section 47 no. 8 German Act for Companies with Limited Liability (GmbHG) - not a deadlock” in: ZIP 1995, page 1315 
  • “The void annual financial statement - what had I best to do?” in: AG 1993, page 502 
  • “Restricted transferability of shares - transfers and going around” in: GmbHR 1992, page 347
  • Various comments of case law and judgements 
  • “Compensation for damages of Companies and Shareholders” doctoral thesis, Cologne, 1989