Corporate law is one of the core competencies of my permanent practice as a lawyer and specialist lawyer for international commercial law.
Company formation, spin-off, transformation
- Company formation: formation of limited liability companies and other legal forms
- Articles of association: Drafting and adapting articles of association and other corporate law contracts.
- Carve-out and spin-off: Spin-off of parts of operations into separate companies
- Conversion of companies: Conversion of partnerships and commercial partnerships (GbR and oHG) into corporations
Shareholders and managing directors
I advise shareholders and managing directors on all legal issues arising from their position as shareholders or managing directors of a company.
- Transfer of shares: Sale of shares, compensation of shareholders, redemption of shares
- Shareholders’ meetings and shareholder resolutions: Preparation of shareholder resolutions and representation of shareholders in the shareholders’ meeting
- Shareholder’s right to information and inspection: The statutory regulation in 51a GmbHG grants the shareholder of a GmbH or UG a comprehensive right to information and inspection. The subject matter of the claim is the company’s affairs, including in particular the company’s books and records. In practice, the claim allows the shareholder to inspect all of the company’s key business documents, such as key contracts, bookkeeping and account statements. Every shareholder, including a minority shareholder, is entitled to this right. Under company law, it is an essential instrument for shareholders to monitor the management of the company.
In this function, the GmbH shareholder’s right to information and inspection pursuant to § 51a GmbHG often serves to prepare the assertion of claims in shareholder disputes. - Shareholder and subordinated loans: Loan agreements are an important instrument for financing start-ups and established companies. By agreeing a subordination (so-called subordinated loan), the loan liability can, under certain circumstances, be disregarded when determining over-indebtedness in accordance with Section 19 (1), (2) InsO. Even if subordinated loans are sometimes valued in a similar way to equity in the context of company valuation, they must be recognized as liabilities in the company’s balance sheet in accordance with section 266 (3) C HGB. Services: Drafting of loan agreements between company and shareholder.
- Non-competition clauses: Non-competition covenants are often agreed for shareholders and managing directors of corporations. This usually makes sense in order to prevent conflicts of interest and an outflow of information and know-how from the company. For the shareholders of a GmbH, the non-competition clause is usually agreed in the articles of association. In contrast, corresponding provisions for the managing director are often found in their employment contract. Post-contractual non-competition covenants, where the non-competition clause applies for a certain period after leaving the company (for shareholders) or after termination of the employment contract (for managing directors), are of great practical importance. As such agreements can significantly restrict freedom of professional activity, they are only effective for a limited period of time and usually only against payment of compensation.
- Appointment and dismissal of managing directors
- Managing director liability: Advising shareholders and managing directors on the duties and requirements of managing directors, the legal standard of liability and means of effectively controlling the liability risk.
- Remuneration of managing directors: employment contracts for managing directors, performance-related remuneration components such as bonuses and options
- Matrimonial and inheritance law issues
Shareholder dispute
Shareholders do not have to accept it if co-shareholders violate obligations arising from the articles of association, act contrary to the interests of the company or cause damage to the company or co-shareholders in any other way. A dispute between shareholders also entails considerable risks for the shareholders and the company. For example, conflicts over resolutions or the legality of shareholder actions can paralyze decision-making in the shareholders’ meeting.
- Supporting shareholders in avoiding and ending disputes under company law
- Redemption of shares
Corporate law and non-profit companies
In addition to the requirements of company law, non-profit companies, such as non-profit GmbHs or UGs, must also comply with special requirements under tax law. These relate in particular to the purpose of the company, its realization and the use of profits.
- Formation of non-profit companies: Advice on the special legal requirements when drafting articles of association for non-profit companies and the formation of non-profit companies such as gGmbHs and gUGs.
- Sale of shares in non-profit companies
- Special aspects of non-profit law
International company law
Establishment of subsidiaries and branches abroad
Establishment of foreign companies in the EU and the USA. The establishment of the company is carried out in cooperation with local partners. In this context, additional services such as tax advice in the target country, establishment and operation of a postal address and an island office and local legal advice can also be obtained.
Establishing subsidiaries and branches in Germany
In order to enter the German market, it is often necessary or at least expedient to establish a subsidiary or branch in Germany for organizational, tax or economic reasons. The formation of corporations can be carried out on behalf of the founders. Personal presence is not required.
- Establishment of branches and companies in Germany with foreign participation
- Corporate law transactions with a foreign connection: acquisition and sale of shares in domestic corporations (UG, GmbH and AG) to and by persons and companies based abroad
- Conversions with a foreign connection
- Corporate law structures with a foreign connection
