Corporate law

Corporate law is a focus area of our work at our Düsseldorf office. It includes the regulations on legal forms such as the GmbH, the GmbH & Co. KG, the Aktiengesellschaft (AG), the limited partnership (KG), the OHG, the GbR and many others, as well as their organization.

Corporate law is sometimes also referred to as „company law“. This includes the points of law relating to the establishment, administration and participation in various legal forms. Company law is closely related to commercial law. It follows from commercial law that certain entrepreneurial activities, as soon as they reach a significant size, must be entered in the commercial register in order to protect the public, and that certain, stricter rules apply to merchants. A sole proprietorship, such as a registered merchant (in German: eingetragener Kaufmann, e.K.), can also be understood as a „legal form“.

In corporate law - and especially in tax law - a distinction is made between corporations (with their own legal personality, e.g. the GmbH, which is a form of private limited company) and partnerships. The entrepreneurial company - in German: Unternehmergesellschaft, UG (haftungsbeschränkt) - is available as a small corporation that can also be founded with little capital.

The field of activity

In addition, there are references to employment law (e.g. co-determination, managing director employment), insolvency law, accounting law and tax law. In the area of bookkeeping (accounting law and tax law) we work together with tax consultants and auditors.

Our legal advice includes, in particular:

• Establishing new companies
• Advising executive bodies (managing directors, boards of directors) as well as supervisory boards and advisory boards
• Review, drafting and amendment of articles of association
• Shareholder disputes and other disputes relating to the company, e.g. liability of managing directors
• Advice to family businesses and the families behind them (shareholder level)
• Accompanying board meetings (shareholders' meeting, supervisory board, advisory board, board of directors etc.)
• Judicial appeals against resolutions of the shareholders' meeting and other litigation, especially before a chamber for commercial matters
• Sale or acquisition of companies, as a share deal or as an asset deal, and general support for transactions
• Due diligence before transactions
• Judicial enforcement of claims, e.g. from warranties or indemnities in company purchase agreements or other M&A contracts
• Mergers, changes of legal form, splits, spin-offs, integrations and other measures according to the Transformation Act (UmwG) and Stock Corporation Act (AktG), advice on transformation law, corporate restructuring, relocation of subsidiaries, carve-outs
• Implementation of intra-group contracts (domination and/or profit and loss transfer agreements), advice on issues relating to groups of companies
• Advice with respect to advisory boards
• Share capital measures, especially capital increases
• Investment and shareholders agreements
• Accompanying financing rounds for start-up companies, on the founders' or the investors' side
• Advice on the right of co-determination (entrepreneurial co-determination of the employees in a supervisory board that may be set up), including status procedures, if necessary judicial emergency appointment of supervisory board members
• Advice on the liquidation of companies
• Advice on legal questions of the German private law partnership (in German: Gesellschaft bürgerlichen Rechts, GbR, also called BGB-Gesellschaft) and the partnership company (Partnerschaftsgesellschaft), for example for self-employed people such as doctors, architects, engineers
• Advice on silent partnerships (e.g. GmbH & Still, atypical silent participations), subordinated loans, shareholder loans and similar forms of financing
• Support in questions of commercial register law (obligation to register, ongoing registrations, corrections of the register content)
• Comprehensive advice on GmbH law as well as on commercial partnerships (general partnerships and limited partnerships), to limited partners and general partners