Corporate Law

In addition to the classic make-or-buy decision ("make": build a business area yourself, "buy": acquire it on the market), companies have a third option: merging with another company. This is known as a joint venture.

In our increasingly complex economic world, there are several good reasons for merging companies, such as combining different production resources, expertise, or capital. However, especially the classic 50/50 joint ventures not only offer opportunities but also pose risks. To prevent disputes at the shareholder or partner level, careful and tailored contract drafting is essential.

Our corporate law experts will advise you on your planned company merger and work with you to create customized contracts.

Trust and personal sensitivities also play a crucial role in joint economic ventures. If disputes arise between shareholders regarding the company's policies or if trust is broken for other reasons, it can lead to a rift.

Questions that may arise—such as "Who leaves?", "Who stays?", "Who gets what?"—can lead to long-term legal conflicts. Such disagreements must be addressed from the outset with a long-term strategy.

We will work with you to develop this strategy and support you throughout the entire process.

A joint company is like a business marriage: the cooperation of both parties can function well for a long time without contractual agreements. However, when interests diverge, the value of a "prenuptial agreement" – in the form of a partnership agreement – becomes evident.

We support you in your founding endeavors: Regardless of the type of company, we assist you in considering and formulating your interests in the contract. Whether it is a minority or majority company, whether you are involved in the management or only economically participating in the company.

Our corporate law attorneys have extensive experience with such arrangements: they can assess both the need for regulations and the consequences of inadequate agreements.

We accompany your transactions from start to finish: from the initial considerations through due diligence, contract documentation to closing – and beyond. We keep an eye on everything for you and organize the entire process. We also manage international transactions in English and involve qualified colleagues from other legal areas as needed.

Real Estate Transactions and Financing

As a commercial real estate buyer, you need assurance that your investment is secure. It is essential to avoid unplanned capital shortfalls, such as those caused by faulty lease agreements or unlawful construction modifications. Such risks can be identified and assessed during a legal due diligence. They can also be uncovered during price negotiations or in the drafting of warranties and indemnity provisions in the contract.

Not only buyers but also sellers can protect themselves from potential risks: with the help of a vendor due diligence, a structured sales process can be prepared. This review helps you in preparing the data room or addressing legal deficiencies before they affect the buyer's price determination.

We advise and assist you in contract negotiation and drafting for real estate transactions and financing. With our notarial team, we also support you in acquisition, partition, and subsequent sale. We master all forms, such as:

• The so-called forward deal for project developers,
• The acquisition of large land areas for industrial facilities, or
• The partition of a multi-family house or large construction site.

M&A Transactions and Acquisition Financing

The abbreviation "M&A" stands for "Mergers & Acquisitions".

• Mergers: The fusion of companies.
• Acquisitions: The purchase of companies.

M&A refers to all processes related to the merger or acquisition of companies. We offer you a full-service package: Our experts advise you on the purchase, sale, and merger of companies. We accompany your M&A transactions and due diligence (in-depth examination of the company to be transferred). We also support you in all questions related to acquisition and/or corporate financing. Even after these processes, we continue to assist you. We always consider not only your legal but also your economic interests.

Did you know?

In company sales, many different points must be considered. For the entire process, you usually need two service providers: both a law firm and an M&A agency. With us by your side, you have one point of contact for both. This reduces your effort and costs. We offer everything from one source:

• Consulting on company sales + examination of alternative options such as investors, partial sales, etc.
• Identification of potential buyers + company analysis
• Creation of targeted investment teasers and all information bases for buyer engagement
• Sending of documents
• Answering of inquiries
• Review of indicative offers from potential buyers
• Setting up the data room for destabilized company data
• Legal and notarial support throughout the process

Network Expansion (Especially Fiber Optics) and Associated Project Financing

We are your contact for transactions related to network expansion – especially in the fiber optic sector: We advise and accompany telecommunications companies and banks on the project and its financing. Whether you have corporate, telecommunications, procurement, or banking law questions, our attorneys are here to inform and support you.

Transaction Support for Business Aircraft

Whether it is the acquisition or sale of business aircraft, we advise private individuals, family offices, banks, and publicly listed companies. Our comprehensive service includes financing advice and execution of such transactions, as well as negotiating credit agreements. Additionally, we are well-connected with aircraft brokers and banks. You can learn more about this in our Aviation Law section.

Corporate, Project, and Asset Financing

We assist borrowers, sponsors, and banks in structuring and executing all types of financing: from the kick-off meeting to financial close. This area is headed by Dr. iur. Alexander Nefzger: Before joining our firm, he worked in the area of bank finance at two international law firms. He then served as in-house counsel at a major German commercial bank. Dr. Nefzger has special expertise in (international) syndicated financing according to LMA standards.

Sometimes it becomes necessary to change the corporate structure of a group of companies. This can be due to various reasons:

• Mergers to increase equity, for example, for restructuring measures
• Changing the existing corporate form to adapt to new economic conditions
• Streamlining corporate structures to reduce administrative overhead, for instance

We advise and assist you in redesigning your current business processes. Our corporate law attorneys and notaries work hand in hand with your tax advisors, engaging with them on an equal footing to discuss tax-related matters.

We advise start-up companies on negotiating investment agreements and financing cycles: from the seed phase to Series A or B financing rounds. We can also support you with alternative financing options, such as mezzanine capital, where the company takes out loans from investors instead of traditional bank loans. We have extensive experience negotiating with local venture capital providers, such as NBank, and other financiers and accelerators. This enables us to quickly and advantageously finalize your investment.