Dispute resolution & Litigation in commercial law

Jurisdiction is primarily determined by the amount in dispute. Since January 1, 2026, the local courts (Amtsgerichte) have jurisdiction for disputes up to €10,000; for amounts exceeding this, the regional courts (Landgerichte) regularly have jurisdiction.

The right to appear in court refers to who is permitted to do so. In local courts, parties can generally appear in person, while in regional courts, legal representation is mandatory – pleadings and motions must be submitted by a lawyer. In proceedings before local courts, parties can theoretically sue or defend themselves; however, in practice, this can lead to procedural errors, missed deadlines, or insufficient arguments that can decide the outcome of the case.

Often the claim is not clearly quantified or the statement of claim is unclearly formulated, which can lead to inadmissibility or dismissal.

The court may only award what has been requested. A convincing set of facts is of no use if the request is legally or mathematically flawed.

A case is convincing if – assuming all facts are true – the asserted claim is legally valid. Without this, the case is lost without evidence being presented.

In principle, each party must prove the facts from which it derives its rights. Many lawsuits fail not because of the law, but because of the burden of proof.

In the case of undisputed or low-risk monetary claims, such as outstanding invoices without serious objections.

A state court proceeding takes place before state courts based on law and is subject to fixed procedural rules, in particular the Code of Civil Procedure. In contrast, arbitration requires a valid arbitration agreement between the parties and replaces state court jurisdiction with a privately organized decision-making process. While a judge decides in state court proceedings, in arbitration the parties themselves appoint the arbitrators, often with specific professional or industry-specific expertise. Arbitration offers parties significantly greater flexibility in structuring the proceedings, for example, regarding the language of the proceedings, location, timetable, and taking of evidence. State court proceedings, on the other hand, are more formalized and less customizable. In terms of duration, arbitration can be particularly efficient in complex or international cases; however, it is not automatically faster than state court proceedings, which can be protracted through several instances. A key difference lies in the costs and public nature of the proceedings. Arbitration is generally more expensive, as it involves not only legal fees but also arbitrator fees and institutional charges. State court proceedings, on the other hand, are less expensive because the justice system is publicly funded. Court proceedings are generally public, while arbitration is not public and therefore offers a high degree of confidentiality, which is particularly important in economically sensitive disputes. The two procedures differ considerably with regard to legal remedies. Judgments of state courts are generally subject to appeal and revision. Arbitral awards, on the other hand, are largely final and can only be overturned in very limited exceptional cases, such as serious procedural defects. One advantage of arbitration lies in its international enforceability: due to international agreements, arbitral awards are more easily enforced in many countries than state judgments. Overall, arbitration offers, above all, confidentiality, flexibility, and international enforceability, while state court proceedings are characterized by lower costs, formal legal certainty, and a full appeals process.

The Capital Markets Model Proceedings Act (KapMuG) consolidates similar claims from many capital investors, for example, in cases of defective capital market information, prospectus liability, or breaches of ad hoc disclosure obligations. The aim is to clarify key legal and factual issues uniformly in a model proceeding in order to avoid conflicting decisions. The individual original proceedings are suspended and resumed after the conclusion of the model proceeding.

In court proceedings, billing according to the German Lawyers' Fees Act (RVG) is the statutory minimum standard. Deviating fee agreements (e.g., hourly rates) are permissible, but may not fall below the statutory fees when it comes to reimbursable costs in cost assessment proceedings. This means that even with an individual fee agreement, the losing party's cost burden is generally based on the RVG.

Yes. According to Section 128a of the German Code of Civil Procedure (ZPO), the court may permit parties, their representatives, or witnesses to participate in oral proceedings via video transmission. This requires a corresponding order or consent from the court. Online hearings replace physical appearances while maintaining procedural principles; they are particularly relevant when parties are involved from across regions or internationally.

The court may order a party to appear in person, particularly for the purpose of clarifying the facts or discussing a settlement. If a representative appears instead of the party, they must, pursuant to Section 141 Paragraph 3 of the German Code of Civil Procedure (ZPO), be granted a specific power of attorney expressly authorizing them to make declarations and conclude a settlement. If such authorization is lacking, the court may impose coercive measures or adjourn the hearing.

Earn-outs link a portion of the purchase price to the future performance of the company, for example, to revenue, EBITDA, or KPI targets. Disputes often arise because the parties have differing expectations regarding the controllability of the targets, post-closing management, and the economic interpretation of the key performance indicators. Typical points of conflict include changes to the business strategy by the buyer, the shifting of costs or revenues, accounting and valuation issues, and unclear provisions concerning the seller's rights to information and control. Furthermore, earn-outs typically run for several years, and external factors—market changes, investment decisions, or internal group measures—can influence target achievement. Imprecise definitions and a lack of dispute resolution mechanisms therefore make earn-out agreements particularly prone to conflict.

Defending against a share redemption requires an early and strategically coordinated approach, as redemption resolutions are often passed at short notice and implemented immediately. The aim is to prevent irreversible actions from being taken through resolutions, registrations, or new shareholder lists before a judicial review is possible. First, it must be examined whether the statutory prerequisites for redemption are actually met, in particular the grounds for redemption, procedural requirements, and necessary majorities. Simultaneously, it should be assessed whether the redemption resolution needs to be challenged through preliminary injunction proceedings to temporarily halt its implementation or registration. This is particularly relevant if the redemption involves the withdrawal of voting rights, changes to management powers, or the submission of new shareholder lists. Since preliminary injunction proceedings are often decided without an oral hearing, it is crucial that one's own perspective is presented to the court in a timely manner. Otherwise, there is a risk that the court will decide solely based on the opposing party's arguments, resulting in irreversible consequences, even if the redemption is later found to be unlawful.

A protective brief is not an offensive tool, but a preventive means of defense. It ensures that the court hears both sides in expedited proceedings and prevents corporate power shifts from being implemented solely through speed and surprise. A protective brief serves to inform the court in advance of the counterarguments of the potentially affected party if it is expected that the opposing party will apply for preliminary legal protection. In expedited proceedings – especially in cases of preliminary injunctions – the court often decides without a prior hearing of the opposing party. The protective brief is intended to prevent precisely this or at least mitigate it. The purpose of a protective brief is to clarify to the court that the facts of the case are disputed, legally complex, and not ready for a decision in unilateral proceedings. It can help to avoid an ex parte decision, gain time for an orderly legal debate, and reduce the pressure of negotiations. In corporate law, a protective brief is particularly relevant in cases of threatened: • preliminary injunctions in connection with confiscation orders, • Exclusions from voting rights or dismissals of managing directors, • Prohibitions of shareholder resolutions, • Measures for register blocking or registration in the commercial register, • Disputes concerning management or representation powers, • Conflicts arising from competitive or fiduciary duties between shareholders, • Disputes relating to exit rules, call options, and drag and tag-along rights.

Forensics and investigations are not exceptional tools in business, but rather a strategic means of dispute resolution. They create transparency, reduce uncertainty, and help ensure that legal decisions are based not solely on allegations, but on verifiable facts. Commercial disputes often involve complex issues, internal processes, or suspicions that cannot be understood solely from contracts or formal documents. This applies, for example, to conflicts related to M&A transactions, earn-out disputes, directors' or officers' liability, competition and compliance violations, internal fraud allegations, or disputes between business partners. In such situations, involving forensic specialists and investigators can be beneficial in establishing a reliable factual basis. Forensic investigations serve the structured clarification of economic, technical, or organizational processes, for example, through the analysis of payment flows, communication data, contract implementations, or internal decision-making processes. The goal is not merely to confirm an accusation, but to objectively reconstruct what actually happened. The insights gained are then incorporated into the legal and procedural assessment. They can be crucial for substantiating or defending claims, developing evidentiary strategies, realistically assessing the scope for settlement, or demonstrating to courts that a matter is disputed, complex, or requires further clarification. Particularly in expedited or preliminary proceedings, forensically supported arguments can help avoid hasty decisions based on uncertain facts.

Debt collection and enforcement become particularly complex from a legal perspective when they extend beyond the standard national case. This complexity arises especially in cross-border situations, with multiple debtors, complex corporate structures, asset transfers, or enforcement based on foreign judgments. Issues such as the recognition and enforcement of foreign judgments, access to assets in different legal systems, or the coordination of parallel measures across multiple jurisdictions also significantly increase the legal requirements. Furthermore, there are situations in which debtors deliberately obstruct enforcement measures, for example through asset shifting, near-insolvency situations, or the use of holding, trust, or special purpose vehicle structures. In such cases, a strategic integration of procedural steps, international procedural law, and actual asset assessment is necessary to effectively enforce or secure claims. Debt recovery is not a purely mechanical process, but in complex or international cases a strategic enforcement of rights, where legal, economic and factual aspects must be combined to achieve sustainable results.