The days where an entrepreneur such as Krupp was able to manage a business with tens of thousands of employees in the legal form of sole proprietorship are long gone. The decision on whether to undertake entrepreneurial activity in a personalised or capital-based corporate structure is a contemporary feature, but should be strategically addressed and thoroughly conceived with the help of lawyers.
In this regard, the relationship between the partners/shareholders is of crucial importance. Corporate law offers a broad variety of legal forms, for example, a partnership organised under the Civil Code (GbR), general partnership (OHG), private limited liability company (GmbH), or a joint stock company (AG), and the possibilities for structuring the business are manifold.
The same is true of a merger, hiving-off of business segments and/or disposal of business operations: For an analysis of the company, a business and strategic approach and review of any legal pitfalls, clients need a skilled M&A team that is able to support such an immensely important transaction.
Careful drafting of contracts for the establishment and restructuring of companies is instrumental in avoiding conflicts between shareholders and allowing for optimal financing of the company. The same is true for the avoidance of liability risks.
Derra, Meyer & Partners can provide you with drafting of and support you in the negotiating of articles of associations along with memorandums, agreements between a corporation and its director or management board and any other corporate law related arrangements. If disputes with shareholders or directors arise nonetheless, then we are able to assist you in enforcing your rights both in and out of court. This also applies to situations where the client's liability as a shareholder, member of the management board or supervisory board member or as a company director is at issue.
Ranging from a due diligence and negotiations between the investor and the business owner, to the drafting of any corporate purchase and sale contracts or similar transactions (mergers, divisions), clients require competent support in M&A-related matters. This includes legal advice in the early stages, when you will have typically signed a Letter of Intent (LoI) or a non-disclosure agreement (NDA) to conclude on the negotiations, or if you are faced with the question of how you want to structure a transaction. Taking into account tax law issues, a decision will be made whether such a corporate transaction is to take the form of a share deal, asset deal or any other form. This will be done also taking into account labour law-related issues that are equally relevant.
Depending on the size and volume of the transaction and with a view to any special issues that may exist, a team will work out a concept that allows to control the process on a national and international level.
At Derra, Meyer & Partner Rechtsanwälte PartGmbB, we have specialists in all fields of expertise concerned. Among our approximately 40 lawyers, there are several certified specialist lawyers in commercial and corporate law, who have many years of experience in corporate law and M&A transactions. If and to the extent that special problems must be addressed, the team may also include certified tax law specialists, certified labour law or certified insolvency law specialists. In respect of any liability claims, we can also consult with colleagues who, as compliance officers and/or certified specialists in criminal law, are closely familiar with special liability standards.
Since the 1980s, we offer consulting and legal representation services in national as well as international transactions in the field of M&A. While international cases in the early years concerned primarily European transactions, recent years have seen an increase in transactions with Chinese, Hong Kong Chinese, Thai or US-American participation. Through our offices in Italy and Poland as well as the DIRO network, we are able to offer competent, hassle-free assistance also beyond the German borders.