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Structuring, organizing and supporting companies
Corporate Law
Precise regulatory expertise for banks, payment institutions, asset managers, FinTechs and investors
From foundation to complex structural measures - we combine legal precision with operational feasibility.
Our range of services
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Foundation & choice of legal form: GmbH, AG, SE, partnerships, foundations
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Corporate Governance: Duties of corporate bodies, rules of procedure, compliance requirements, shareholders' agreements
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Corporate Housekeeping: Ongoing support of companies, updating of articles of association, appointments of corporate bodies, commercial register notifications
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Shareholder agreements & joint ventures: structuring, exit mechanisms, minority protection
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Capital measures: capital increases and reductions, conversion of equity and debt
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Structural measures & transformations : mergers, demergers, changes of legal form, cross-border relocation of registered office
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Minority & majority rights: severance pay, squeeze-out, dilution protection
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Corporate acquisitions and sales: support for M&A transactions in close coordination with corporate law
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Exit readiness / sales preparation / brush-up measures: Optimization of corporate structure, contracts and board composition to increase transaction capability
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Liability & responsibility of organs: prevention and defense in liability cases
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Family Offices & Succession Planning: Corporate Structuring for Asset and Company Succession
Who we work for
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Small and Medium-Sized Companies and Businesses
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Group Companies and Their Subsidiaries
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Family Offices
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Start-ups
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Investors
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Board Members
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Managing Director
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Supervisory and Advisory Boards
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Corporate Bodies and Committees
Our approach
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Practice-oriented. Solutions that are legally sound and operationally feasible.
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Proactive . Early identification of risks and options for action.
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Interface expertise. Close collaboration with M&A, tax advisors, banks, and other stakeholders.
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Personal & efficient. Direct contacts and streamlined coordination channels.
FAQ
What is meant by company law?
Company law governs the formation, organization, management, liability and dissolution of companies, as well as the rights and obligations of shareholders and bodies.
What is the difference between partnerships and corporations?
Partnerships prioritize the individuals involved and are liable – depending on their legal structure – either personally or with their partnership assets. From a tax perspective, they are transparent, meaning that income is directly attributed to the partners and taxed at their level. Corporations, on the other hand, have their own legal personality, and liability is generally limited to the company's assets. From a tax perspective, they are less transparent, as the corporation itself is a taxable entity, and profits are taxed at the corporate level; distributions are also subject to taxation at the shareholder level.
What are the most important legal forms in German company law?
Common legal forms include GbR, OHG, KG (partnerships) as well as GmbH, UG (limited liability) and AG (corporations).
What criteria are decisive when choosing the legal form?
Relevant criteria include liability, capital requirements, flexibility, co-determination, tax burden, investor appeal, and succession planning.
Why are shareholders in corporations generally not personally liable?
Because corporations constitute a separate legal entity; the entrepreneurial risk is generally limited to the company's assets.
What is meant by corporate governance?
Corporate governance refers to the system of rules, processes and controls for managing and supervising a company, including responsibilities, decision-making processes and control mechanisms.
Why is governance not only relevant for large companies?
Even smaller companies benefit from clear decision-making structures, transparency and conflict prevention, especially when there are multiple shareholders.
What bodies exist in corporations?
Typical bodies include the management/board of directors, the shareholders' meeting or general meeting, and – depending on the legal form – a supervisory or advisory board.
What is a family company and what are its special features under company law?
A family-owned company is a company whose shareholders consist primarily of members of the same family. From a corporate law perspective, they are characterized by the close interrelationship between family and business interests, which necessitates special regulations regarding succession, voting rights, share transfers, and conflict resolution.
What is meant by a family constitution and what legal significance does it have?
A family constitution is a set of rules that defines the shared values, goals, and decision-making processes of a family business. It is generally not legally binding, but it has an indirect effect by serving as a framework for company agreements, wills, and governance structures.
What role does a family council play in family-run societies?
The family council is an internal body for coordination and communication within the family. It serves to form opinions, prevent conflicts, and prepare decisions, without regularly holding official corporate office in the legal sense.
How do the position as an officer of the company and the employment contract differ for managing directors?
The position as an officer establishes the power of representation, while the employment contract regulates the contractual relationship; both levels must be strictly separated legally.
Why is the distinction between the corporate and service contracts legally crucial?
Because termination, liability, remuneration and conditions for dismissal are regulated differently, and errors can trigger significant liability and dispute risks.
When are managing directors or board members personally liable?
Personal liability may arise in the event of breaches of duty, in particular violations of duties of care, legality or insolvency filing.
What is D&O insurance and what is it used for?
Directors' and officers' (D&O) insurance protects members of corporate bodies from the financial consequences of personal liability claims arising from their position as officers.
What are the limits of protection offered by D&O insurance?
Intentional acts, certain breaches of duty, or insufficient coverage amounts can lead to the insurance coverage not applying.
Why are 50/50 shareholdings problematic under company law?
Because in stalemates without conflict resolution mechanisms, decision-making blockages can arise, which endanger society's ability to act.
Which conflict resolution mechanisms are useful in 50/50 societies?
Typical features include mediation clauses, tie-breaking rules, Russian Roulette or Texas Shoot-Out clauses, and clearly defined exit rules.
What role does the social contract play in conflicts?
The articles of association are the central instrument for regulating voting rights, vetoes, responsibilities and conflict resolution mechanisms.
What is the difference between shareholder rights and management powers?
Shareholders make fundamental decisions, while management is responsible for day-to-day operations.
How can company agreements be adapted to growth or new shareholders?
Through amendments to the articles of association, regulations on capital increases, anti-dilution protection, co-sale rights and governance adjustments.
Why is corporate structuring particularly important for investors?
Investors value clear decision-making rights, exit rules, protection mechanisms and legally sound governance structures.
What are some typical errors that occur in corporate law in practice?
Common mistakes include unclear responsibilities, a lack of conflict resolution, mixed roles of shareholders and managing directors, and outdated company agreements.
What is meant by conversion law?
Transformation law regulates the legal restructuring of companies, in particular through mergers, divisions, changes of legal form and asset transfers, without the need for the company to be economically re-established.
How do conversions affect existing contracts and employment relationships?
Existing contracts and employment relationships generally transfer to the new legal entity by operation of law, although special termination rights or consent requirements must be examined on a case-by-case basis.
What does post-merger liability mean in the case of spin-offs and demergers?
Post-transformation liability refers to the legally mandated liability of the transferring and acquiring entities for debts incurred before the transformation, even if these debts have been economically allocated to a different part of the company. According to the German Transformation Act (Umwandlungsgesetz), the participating entities are generally jointly and severally liable for pre-existing debts for five years, although the scope of this liability may be limited by law.
Why are spin-offs often used to prepare for a company sale (carve-out)?
Through spin-offs, business units can be legally separated in order to be sold selectively without affecting the remaining part of the company.
What legal risks are associated with carve-outs through conversion?
Typical risks include the clear allocation of assets, contracts, employees and liabilities, as well as remaining post-liability risks that may affect the subsequent sale.
What is meant by a cross-border relocation of the seat through a change of form?
In this process, a company changes its registered office to another state without relinquishing its legal identity; it remains economically the same company under a new legal system.
What legal special considerations apply to cross-border changes of legal form?
Of particular relevance are the protection of shareholders, creditors and employees, compliance with both national legal systems, and registration and procedural requirements.
What does the Transformation Act currently regulate regarding cross-border transformations?
The Transformation Act now contains a comprehensive legal framework for cross-border mergers, divisions and changes of legal form within the EU, thus creating legal certainty for international reorganizations.
What is meant by a corporate group in terms of company law?
A group of companies exists when several legally independent companies are under unified management. Corporate law distinguishes between de facto groups, contractual groups, and integrated groups, with dependency relationships, rights of instruction, and liability issues playing a central role.
What are profit transfer and control agreements, and what is meant by a tax consolidation?
A profit transfer agreement obligates a subsidiary to transfer its entire profit to a controlling company. A control agreement goes further, granting the controlling company the right to issue binding instructions to the subsidiary. Both types of agreements are considered corporate agreements under group law. The tax consolidation (Organschaft) is a tax concept in which the results of the subsidiary are attributed to the parent company, allowing profits and losses to be offset against each other within the group. This requires, in particular, the conclusion of a profit transfer agreement (a control agreement is not mandatory, but is often combined), a minimum term for the agreement, the actual implementation of the profit transfer agreement, and the financial integration of the subsidiary into the parent company. Through tax consolidation, corporate income tax and trade tax are levied at the parent company level, which plays a central role in the tax management of results, especially within group structures.
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