References - Company and Commercial Law
Company law of business partnerships
- Regular legal advice for companies, shareholders or third parties on all legal questions arising in the life of business enterprises, i.e. initial establishment, advice in times of crisis, amendment or revision of articles of association and company affiliation agreements for firms of all sizes and legal forms and in all sectors.
- Drafting of a complex succession plan for a leading medium-sized mechanical engineering company with integration of foundations.
- Support for a firm operating in the form of a GmbH (German limited liability company) in the biotech sector regarding the company’s introduction as stock corporation to the New Market; acquisition of a Vorrats-AG (shelf company under German law) and execution of conversion measures; accompaniment of further measures under company law as preparation for listing on the stock exchange.
- Support for shareholders and members of executive bodies in various start-up companies with the legal status of Aktiengesellschaft in times of crisis; advice on economic crisis and insolvency.
- Accompaniment in various capitalisation measures by the German subsidiaries of a French corporate group; examination of issues in substitute capital law (value approx. EUR 10 million).
- Support in relation to claims based on departure from a major law and auditing firm.
- Dispute between firm of lawyers and insolvency administrators.
- Advice in connection with title ownership and publication of a leading trade journal.
- Regular representation of an international steel corporation in proceedings before Bundeskartellamt (German Cartel Office).
- Preparation and issue of a wide-ranging legal opinion on company and stock corporation law regarding the restructuring of a group of stock companies (relevant sales figure of approx. EUR 2.5 billion).
- Preparation of a joint-venture project between two major corporations in the military technologies sector.
- Support for a family shareholder in ARAG/Garmen-beck (see Grooterhorst, ZIP 1999, 1117).
- Legal dispute regarding chairmanship in the owners-family foundation of a leading medium-sized group of companies.
- Assertion of claims by parties establishing a company against their tax consultants.
- Structuring of a joint venture for marketing a patented invention in medical technology
Corporate Governance, directors’ and officers’ liability, D&O Insurance
- Examination of the claims of a major stock corporation against members of the supervisory board due to alleged risky business practices (several billion Euro in claimed damages), appointment of the attorney Dr. Grooterhorst as special representative pursuant to section 147 AktG (German Companies Act).
- Legal representation of the chairman of the supervisory board of a company in the new market in defence against enforcement claims.
- Wide-ranging examination of the liability of the supervisory body of a large enterprise following insolvency damage totalling several 100 million Euro.
- Defence against claims for directors’ and officers’ liability directed against the chairman of the board of a non-listed stock company.
- Legal representation of the chairman of the supervisory board of a company in the New Market in a claim for cover against D&O insurance.
Company acquisitions and sales (M&A)
- Accompaniment of a number of company acquisition transactions on behalf of both sellers and purchasers in various sectors, strategic preparation of the buying/selling procedure, execution of legal due diligence, draft of sales agreements and their negotiation, support in notarisation and integration of acquired entity in buyer’s business. Execution of both share and asset deals.
- Dispute regarding execution of a company acquisition agreement / payment of security deposits.
- Execution of a seller due diligence for a major medium-sized company in the Old Economy and advice in the sale of the company to strategic investors.
- Advice for the sellers in a company acquisition agreement through a centre-management firm.
- Execution of the due diligence for a planned company acquisition in the Old Economy with a volume of approx. EUR 500 million.
- Execution of a due diligence for a planned company acquisition in the software sector (transaction value approx. EUR 25 million).
- Advice regarding the sale of a company in the chemicals industry.
- Advice regarding the purchase of several companies in the food industry.
- Advice in the sale of a company in the mechanical engineering sector and performance of a seller due diligence.
- Assertion of wide-ranging claims for damages from company acquisition agreements against the seller.
- Legal advice and representation of the owner in the sale of a large-scale retail business.
- Regular legal advice for numerous medium-sized and large enterprises in the following sectors:
- tool machining firms
- manufacturers of printing machines
- leading manufacturers of domestic appliances
- companies engaged in the manufacture of control engineering
- companies engaged in the manufacture of machines for production of small parts at high speeds
- various fashion houses
- various large corporations of the steel industry
- Wohnungsbauforderungsanstalt NRW (housing promotion institute)
- software firms
- marine and real-estate investment fund
- logistics service suppliers
- various large and medium-sized companies of the steel industry
- manufacturers of welding robots in the automotive supply industry.
- Advice for companies regarding all legal question of regular business operations, such as the drafting of terms of business, conclusion of commercial, agency and sales agreements, conclusion of cooperation, supplier and purchase contracts, assertion of and defence against claims from a wide range of supplier transactions, other agreements.
- Regular advice for a Belgian supplier of textile raw materials in business dealings in Germany.
- Dispute regarding the execution of a company acquisition agreement / payment of security deposit.
- Preparation of a joint-venture project between two major corporations in the military technologies sector.
- Preparation and management of a major lawsuit for an international supplier of building materials against a German sub-supplier; investigation of complex issues of private international law and international civil procedure law and issues relating to substantive law.
- Advice for a French bank in concluding major bonded loans with German industrial enterprises.
- Advice for another major French bank in defending itself against claims from a guarantee.
- Regular legal advice for clients in concluding financing agreements with banks, especially in the area of real-estate financing.
- Enforcement of claims for damages from a shareholder of a group of companies against banks due to unlawful cancellation of credit agreements. enforcement of securities in accordance with sections 648, 648 a BGB.
- Legal support for a city in western Germany involved as lender in execution proceedings on a high-value industrial property.
- Legal representation of a liability insurer for pecuniary damage in the context of a risk exclusion of deliberate infringement of obligations.
- Action for declaratory judgement of an insured party against sickness and daily allowance insurance; distinction between work incapacity and own-occupation disability.
- Action for payment by a mortgage creditor against fire insurance in accordance with section 102 VVG (old version).
- Defence against claims of the damaged party in accordance with section 157 VVG (German insurance policy law) in the case of an insolvent insured party.
- Enforcement of coverage against a firm providing compressive insurance.
- Examination of enforceability of protection cover from a commercial third-party liability insurance following a major damage case running to six figures.
- Legal representation of a guarantor in an action for issue or repayment of a guarantee on first demand for a 7-figure sum.
- Legal action for asserting insurance cover against a pecuniary damage liability insurance following a major claim.
- Enforcement of securities in accordance with sections 648, 648 a BGB.
- Assertion of claims from statutory subrogation in accordance with section 86 VVG against joint and several debtors.
- Legal support in numerous cases of directors’ and officers’ liability, both from the point of view of the companies concerned and through representation of members of executive staff being claimed against, settlement of mandates with D & O insurance.
- Legal advice for project developers in the purchase of large commercial properties in which tenants were in bankruptcy. Investigation of complex issues of insolvency law.
- Advice for shareholders, creditors, debtors and executive bodies of companies in crisis or in insolvency regarding a wide range of issues of insolvency law, specifically avoidance of liability, assertion of and defence against claims and matters relating to challenges against insolvency.
- Advice for a large non-listed stock corporation of the Old Economy over several years regarding bankruptcy of an affiliate; various wide-ranging restructuring measures.
- Support for the shareholder in the insolvency of a major furniture retail branch.
- Support for a Japanese mechanical engineering firm regarding insolvency of a major customer.
- Legal representation of a family firm in relation to the insolvency administrator of a tenant during commencement of insolvency proceedings; assertion of rights of separation and selection.
- Comprehensive investigation of the liability of the supervisory body of a large enterprise on the basis of an insolvency damage case amounting to several 100 million Euro.
- Conducting legal action for insolvency administrators in various constellations. Participation by members of our law firm in creditor committees.
- Legal representation of a party ordering machine tools in insolvency of the manufacturer.
- Acquisition of a company of the Old Economy in the form of an asset deal from insolvency proceedings.
- Advice regarding and preparations for establishment of various non-profit foundations.
- Legal dispute regarding the chairmanship of a medium-sized group of companies; law of foundations.
- Legal advice for a major non-profit association regarding the association organisation and the statutes of the overall association (with several hundred thousand members regarding the restructuring of its organisation and new formulation of its statutes).
- Liquidation of a special-purpose association of several social insurance carriers, execution of function of liquidator and assertion of claims against the former liquidator.
- Legal representation of the defendant Kolping-Vereine against cut-through claims of a real-estate firm (Kolping-Bildungswerk Sachsen e.V.).
Labour law / employment contract law
- Regular advice for numerous medium-sized companies in all areas of labour law, especially regarding the establishment, amendment and cancellation of employment relationships.
- Advice for managing directors and executive staff in the establishment, amendment and cancellation of employment relationships.
- Preparation of a pension scheme for a major housing cooperative.
- Wide-ranging legal advice for a housing cooperative in matters relating to labour law and employment contract law, in particular recall of the chairman of the board and mass lay-offs;
- Advice in labour law and representation of the chairman of the board of a company health insurance fund.
- Representation of a non-profit making hospital in a labour law dispute with the former medical director.
- Representation of various executive bodies and management staff in disputes with the employer.
