We advise our clients comprehensively on the establishment and structuring of their companies, in the context of ongoing management, in the conduct of shareholders’ or general meetings, in reorganizations or generational changes, in joint ventures as well as in the purchase or sale of units or in the dissolution and liquidation.
Acquisition and succession of companies
We support our clients in all phases of a company acquisition or sale with professional know-how and practical transaction experience. We advise on the preparation and conception of a transaction, carry out the necessary legal due diligence, accompany and control contract negotiations, support and accompany the signing and closing of transaction contracts as well as post-closing or post-merger activities.
Venture capital investments are special cases of corporate transactions. The interests of venture capital funds and start-ups have produced a large number of industry-typical design variants, e.B co-sale obligations and rights (tag along and drag along), dilution protection clauses and liquidation preferences. We have many years of experience in supporting venture capital transactions both on the part of start-ups and on the part of investors.
More and more companies are involving their employees in the company’s success. This participation significantly increases the motivation of employees and in many cases helps to attract talent to your company in the first place. We show you the different design options, advise you on the choice of the right model and create the appropriate contracts.
We advise you on the drafting of employment contracts, the conclusion of termination agreements and disputes under dismissal protection law. We also advise you on works constitution law on questions of co-determination of the works council.
Today, manager liability is a real danger for managing directors, board members and supervisory boards. In many cases, there is now a D&O insurance in this regard. We advise you in the areas of liability management, claims settlement and the solution of complex D&O claims and have extensive experience in the judicial clarification of corresponding disputes.
The reasons for shareholder disputes are manifold, the consequences potentially ruinous. We have the necessary tact to resolve shareholder disputes amicably, as a rule. But also the necessary hardship to enforce the existing legal possibilities (e.g. the dismissal of the managing director, the confiscation of shares or the termination of the company), if necessary also in court.
Litigation and Arbitration
Dealing with conflicts is part of entrepreneurial action. As conflict resolvers, we have significant experience in litigation and arbitration of any size. Our route is the systematic, conscious and targeted enforcement of claims on the basis of a well-founded process risk analysis.
Building an efficient partner network is the key to the success of many companies. We advise companies in all industries on the development of sales structures via re-sellers, referral partners or commercial agents or franchise partners. The legal system provides various types of contracts, which must be designed individually to a large extent. Among other things, the questions of territorial exclusivity, origin of the commission claim, lead protection and non-competition clauses are to be regulated.
Data protection law
The “GDPR” has led to unprecedented legal uncertainty. Little has changed in the foundations of data protection law. Above all, the information obligations of Art. 13 et seq. GDPR are new. We support you in the efficient design of the necessary processes and documents such as data protection information for websites, order processing contracts and consents.
General Terms and Conditions
The law of the General Terms and Conditions has a sometimes surprisingly large scope of application and thus plays a central role in the drafting of contracts and in contract negotiations: Not only the small print is covered, but also signed contracts. Not only consumers are protected, but also entrepreneurs. The boundary between effective and ineffective clauses is not always clear. We advise you on a practicable and industry-standard positioning.
IT project contracts (work/service contract law)
Fixed-price contracts are always contracts for work and require clear specifications. Agile fixed-price contracts are tantamount to squaring the circle — contract design can only approximate the desire for continuously agile specification within a fixed price range. Central to agile fixed-price contracts is the design of exit clauses with a clear risk distribution. Even if billing is based on hours, work services may be owed, so that in particular the warranty rights of the law on contracts for work and services are applicable.
In competition, companies should behave decently, not mislead their customers, clearly describe services, clearly distinguish prices and not spread falsehoods about competitors. Competition violations can be prosecuted by competitors or authorized associations (e.B. consumer centers). The legal instruments consist primarily of the assertion of claims for injunctive relief by means of a warning and an injunction. If you are bothered by a competitor or have received a warning, it is a good idea to seek legal help to avoid the proliferation of costs.
In its history, copyright law has repeatedly come under pressure from new technologies. The double cassette recorder could still be regulated acceptably by allowing private use and indirectly remunerating it via flat-rate levies for blank media. The Internet and copyright law are now in direct contradiction. The monopolization of information by copyright is diametrically opposed to the ubiquity of information on the Internet. The tip of the iceberg is the “freedom of linking”, which was believed to be safe for a long time according to BGH Paperboy (2002) and has now been called into question again by recent case law and legislation. The current confusion poses a major challenge in positioning new business models.
Right to electronic signatures
The electronic form with a qualified electronic signature can replace the legal written form if no legal regulation expressly excludes this. Since 2017, the legal framework is no longer regulated by the Signature Act (SigG), but by the European Regulation on Electronic Identification and Trust Services. This regulates not only in the field of electronic form, but also in the field of electronic seals as quasi-signatures for legal entities and in the field of electronic registered mail other central components of digitization.
Money has been digital for a long time. Nevertheless, the established banks were unable to maintain their know-how advantage. Online payment services have become part of the Internet infrastructure with new players. For Bafin, digitization has above all resulted in a much more confusing landscape of companies to be monitored. It is now reasonably clear that a company enters the regulated area as soon as it is involved in the processing of payments for third parties. A Bafin-compliant setup of outsourcing payment service to a bank represents a central legal challenge for many platform models in the design of the business model.