Corporate law / M&A

Those of our lawyers who are active in the sphere of corporate law and M&A advise German and foreign companies and groups—with a focus on small and medium-sized companies—out of our Düsseldorf office. We offer individualised advice through fixed contact persons. In so doing we also draw, where required, on the tax, employment and competition law expertise of our partnership.

For advice on cross-border questions we take advantage of a network of partner firms with whom we regularly collaborate.

 

"recommended for corporate" - "the fact that the partners were able to rack up such as track record under their own steam speaks volumes for client satisfaction." – JUVE German Commercial Law Firms 2016 and 2017

 

respected law firm for M&A – JUVE German Commercial Law Firms 2017

 

"Kapellmann has far more to offer than its renowned construction law practice – for the firm has meanwhile developed into a diversified advisor of small and medium-sized companies. The successful establishment of an independent corporate law practice with seven lawyers has been impressive." – JUVE Awards 2012

Corporate law

We advise businesses of all legal forms, their owners and also members of their management and supervisory bodies comprehensively on all questions of corporate law—from formation to liquidation. This includes, among other things, the drafting of articles of association and shareholders’ agreements as well as guidance on issues relating to groups of companies, for example, the establishment of tax groups, cash-pool systems and employee participation programmes. We also have comprehensive expertise in the management of corporate law litigation.

Selected references:

  • Advising various start-up companies in the proper structuring and implementation of formation under corporate law
  • Advising on the avoidance and management of commercial disputes
  • Advising on the establishment of “Chinese Walls” within group companies in order to maintain competitiveness
Mergers and acquisitions

We regularly advise on the acquisition and disposal of companies, within Germany and across borders. For tax issues we call on our specialist tax lawyers or, upon request, work with external tax advisors. Furthermore we may also involve the expertise of M&A advisors to the extent necessary.

We accompany our clients throughout the entire M&A process and in particular during the following undertakings:

  • Selection of an appropriate transaction structure
  • Drafting and negotiation of documents associated with the transaction (especially letters of intent, confidentiality agreements, process documentation for auction procedures, etc.)
  • Implementation and coordination of due diligence reviews for purchasers and sellers
  • Drafting and negotiation of transaction documentation (especially share and business purchase agreements, shareholder agreements, and contracts relating to the transfer of the company from seller to purchaser)
  • Merger control
  • Integration of acquired company with the purchaser
  • Enforcement and defence against warranty and guarantee claims


Selected references:

  • Advising the Bergmann Group on the sale of the automobile supplier Bergmann Automotive to German Equity Partners
  • Advising the Trunk company group on the takeover of the Austrian press wholesaler Valora Services Austria in addition to a German press wholesaler
  • Advising a US investment company on the sale of a power plant in Germany
  • Ongoing advice to a financial investor on the acquisition of participations in e-commerce companies
    Joint ventures

    We advise our clients comprehensively on all legal questions concerning the establishment of joint ventures both nationally and internationally and provide tailored structures and solutions. We also support the completion or termination of joint ventures, in the event of a successful outcome as well as in contentious dissolutions.

    Selected references:

    • Advising a German listed company on the establishment of several strategic manufacturing and sales joint ventures outside Europe
    • Advising a German joint stock corporation on the restructuring and new establishment of various German R&D joint ventures in Germany and Austria
    • Establishment of a start-up company as a joint venture
      Restructuring and reorganisations

      We advise on conversion processes of every kind, particularly mergers, divisions and changes of legal form. This also includes the restructuring of companies and company groups, particularly in pre-insolvency situations, in which quick action is especially important in order to avoid an insolvency and the liability of the management body.

      Selected references:

      • Restructuring of a major consulting firm while outsourcing certain functions and creating a new holding company level
      • Supporting the restructuring of a company taken over in insolvency, in order to avoid a transfer of operations
        Company succession

        Competent advice on company succession requires special knowledge of corporate law, inheritance law and tax law. We are equally familiar with the typical issues—and their mutual interdependence—at the levels of both private/inheritance law and company and tax law, and we provide comprehensive advice to entrepreneurs on succession planning, including the establishment of foundations.

        Selected references:

        • Succession planning for the majority shareholder of a large consulting company while including the existing management and taking into account family maintenance concerns
        • Structuring, under inheritance and corporate law, the legal succession of a majority shareholder of several business partnerships