Convincing
overarching.

Kompetenzen header

Expertise


Multidisciplinary and cross-sectoral. Legal, tax and business aspects. Our approach is holistic. Because we are certain that the best strategy embracing all relevant factors and facets can only be developed by those who know the full context and understand all the correlations.

Our path to your goal is as efficient as it is creative: what drives us each day is not only our passion to find the best solution, but also our enthusiasm for current legal, tax and economic developments. As a result, we not just keep ourselves constantly up to date, we can also think that decisive step ahead. To the benefit of our clients in all walks of industrial life – in the domains of Legal Services, Tax Advice, Auditing and Financial Advisory.

Kompetenz HL Kompetenzen OX101375

Legal Ser­vices

For us, legal advice is more than the consideration of legal issues: clients expect solutions that are clear and convincing – and understandable for non-lawyers as well. Delivered by consultants who are behind what they do with passion and commitment – whatever the subject matter:

  • an M&A deal that needs to be closed at short notice,
  • a contract with foreign customers that has to be completed today,
  • a dispute with co-shareholders or partners, or
  • issues of compliance, e.g. when a management board needs immediate clarity about whether or not it should issue an ad hoc notification to the market.
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Stock cor­po­ra­tions and cap­i­tal markets

  • Comprehensive advice to listed (including MDAX and SDAX) and unlisted stock corporations on corporate and capital markets issues
  • Legal advice and support for general shareholder meetings
  • Advice on capital increases, block trades, stock splits, etc.
  • Corporate group and reorganisation law, in particular domination and profit transfer agreements, reorganisations under the German Reorganisation Act, cash pool agreements, liability issues under corporate group law
  • Reporting obligations under stock corporation and capital market law, e.g. statements of compliance, compensation reports, CSR reports, dependency reports
  • Advice to management and supervisory boards on corporate governance, compliance and liability issues
  • Establishment of group-wide compliance management systems
  • Comprehensive expertise in capital market disclosure obligations (ad hoc announcements, directors' dealings, insider lists, notifications on voting rights, etc.) under the European Market Abuse Regulation (MAR) and the German Securities Trading Act (WpHG)
  • Drafting of stock option plans and share matching plans
  • Representation of stock corporations in legal actions for rescission and in award proceedings, in squeeze-outs and in liability suits

Employ­ment law

  • Employment agreements, managing director service agreements, and service agreements for board members
  • Shop agreements
  • Questions relating to social security insurance and occupational pension schemes
  • Negotiation of social compensation plans and reconciliation of interests agreements
  • Termination of employment relationships, representation in unfair dismissal proceedings, and conclusion of severance agreements
  • Labour law issues in connection with M&A transactions and restructuring measures, in particular relating to business transfers
  • Employee data protection
  • In-house training in the HR field
  • For further services in the field of payroll accounting and social security law

Com­mer­cial

  • General Terms and Conditions (Terms of Delivery and Payment, General Conditions of Purchase) – both B2B and B2C
  • Purchase and supply contracts, including frameworks, often with an international context (UN Convention on Contracts for the International Sale of Goods, Rome I Regulation)
  • Supply chain (especially the automotive SC): strategic supply agreements, sourcing agreements, quality assurance agreements
  • Product liability and representation in product liability cases and product recalls
  • R&D contracts and non-disclosure agreements
  • Issues relating to data protection
  • Joint ventures

Gen­er­al Corporate

  • Comprehensive advice for companies of all legal forms, in particular GmbHs and their shareholders, in matters ranging from corporate housekeeping to complex restructuring projects
  • Company foundations
  • Drafting of articles of association with consideration of the respective interests (sole shareholders, majority shareholders, protection of minority positions, succession planning)
  • Appointment and dismissal of managing directors and executives
  • Capital increases
  • Financing and restructuring issues
  • Design of group-wide cash pool systems
  • High level of expertise in the providing legal advice regarding co-shareholder or partner disputes, both in and out of court
  • Reorganisation of companies and groups of companies, in particular mergers, divisions, change of legal form and asset transfers
  • Cross-border mergers

Merg­ers & Acquisitions

  • Advising on complex reorganisation and restructuring projects and M&A transactions, including private equity, MBOs, LBOs and joint ventures
  • Special affinity to small and mid caps: we know from years of experience how entrepreneurs intending to sell "tick" (and where a beta factor and a working capital adjustment do not help you any further)
  • Venture capital deals and advice on financing rounds (in particular investment agreements and shareholders' agreements)
  • Confidentiality/exclusivity agreements and letters of intent (LOIs)
  • Performance of legal due diligence audits, including vendor due diligences
  • Drafting and negotiation of contracts for share deals as well as for asset deals and joint ventures (SPAs, APAs, joint venture agreements)
  • Advice and support within complementary fields of law (e.g. employment or insolvency law)
  • Antitrust law and merger control filings
  • Support in the integration of acquired companies into existing group structures, in particular through mergers, divisions and changes of legal form
  • For further services in the field of Tax and Financial Advisory
  • References

Suc­ces­sion planning

  • Planning and implementation of tax-optimised succession concepts at the interface of inheritance, family and company law
  • Drafting of wills, inheritance contracts and marriage contracts as well as the formalities for anticipated inheritances and gifts
  • Execution of wills
  • Establishment of family, corporate and charitable foundations or non-profit corporations
  • Structuring the transfer of shares in listed companies, including the consideration of capital market law issues and coordination with the Federal Financial Supervisory Authority (BaFin)

Lit­i­ga­tion and arbitration

  • Corporate litigation and arbitration (legal actions for rescission and award proceedings under stock corporation law, shareholder disputes, etc.)
  • Executive liability suits including D&O litigation
  • Commercial litigation and arbitration (contractual disputes, sales and distribution disputes, product liability cases, etc.)

Restruc­tur­ing

  • Advising management and shareholders on all insolvency law issues, in particular issues relating to liability and financing
  • Examination of the prerequisites for filing an insolvency application
  • Verification of the enforceability of collateral security
  • Debt-equity swaps
  • Distressed M&A transactions, in particular asset deals from the insolvency estate
  • Advice in the event of an (imminent) insolvency of the business partner
  • For further services in the Financial Advisory domain

Tax Advice

Tax law has become increasingly complex over recent years. We keep all developments in view, we give you effective advice and we think ahead with you: with the help of a forward-looking tax structure, we examine opportunities and risks, fend off unjustified claims and give you the security you need – in both the national and international arenas. To this end, we not only monitor current legal developments, we also help shape their progress with numerous academic publications of our own. We have extensive experience in representing clients in tax proceedings before the tax courts and the German Federal Fiscal Court and we are therefore fully equipped to vigorously assert your interests.

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Gen­er­al advice in tax matters

  • Quick and understandable answers – even if, alas, an unequivocal answer does not always exist in tax law
  • Proactive advice in all tax matters in the fields of national and international tax law

Rep­re­sen­ta­tion in deal­ings with tax authorities

  • Comprehensive support for tax audits
  • Pre-judicial objection proceedings
  • Self-disclosure and defence against liability claims
  • Requests for binding rulings

Fis­cal court proceedings

  • Representation before financial and administrative courts in tax matters
  • Appeal proceedings and appeals against denial of leave to appeal before the Federal Fiscal Court

Tax dec­la­ra­tions

  • Preparation of tax returns, even complex returns (corporate and income tax, value-added tax, gift and inheritance tax)
  • Preparation of annual financial statements
  • Electricity tax, energy tax

Tax expert opinions

• Expert opinions for tax disputes (vis-à-vis tax authorities or in civil law cases)

Pay­roll and finan­cial accounting

  • Comprehensive wage and salary accounting
  • Handling of all the extensive obligations to report and provide supporting documents to tax authorities and social insurance carriers
  • Support during wage tax and social security audits

Struc­tur­ing and trans­ac­tion consulting

  • Tax structuring of company acquisitions and disposals
  • Tax structuring of succession planning, in particular company successions, with the aim of preserving the company and its assets
  • Tax provisions in real estate purchase contracts
  • Performance of tax due diligence audits

Audit­ing

For us, auditing services is more than the mere audit of annual and consolidated financial statements. We advise and support our clients in all financial and economic matters relating to current business, financing or strategic transactions, acquisitions and disposals. It is particularly important to us not only to know your company, but to understand it as a whole: by intensively dealing with your business processes, we can understand the legal and economic relationships, we can discern the strengths and weaknesses, and we can make the proper judgments – and we are only satisfied when we have found the best way forward for you.

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Audit­ing of annu­al finan­cial state­ments and spe­cial audits

  • Auditing of annual and consolidated financial statements in accordance with the HGB (German Commercial Code) and IFRS, including those of listed stock corporations
  • Audits according to Section 53 of the German Budget Principles Act (HGrG), in particular for transport companies, utilities and waste disposal companies, landfills, hospitals and public holding companies
  • Stock corporation and reorganisation law special audits
  • Clarification of accounting issues
  • Targeted and proactive advice on balance-sheet tax, financial accounting or audit-related issues

IT and process auditing

  • Auditing of accounting-relevant IT systems with regard to compliance and security (IDW PS 330 standard of the Institute of Public Auditors in Germany)
  • Assessment of internal control systems (ICS)
  • Examination of data interfaces and assessment of accounting-relevant upstream systems
  • Audits according to the IDW PS 951 standard of the Institute of Public Auditors in Germany
  • Preparation for tax audits and risk reduction through simulated digital evaluations of booked data and business transactions
  • Consulting on IT process design and optimisation (IT governance)
  • Support in migration and outsourcing projects, authorisation concepts
  • Audit support during system implementations
  • Procedural documentation
  • Advice on electronic archiving solutions
  • Advice on data protection in accordance with the EU General Data Protection Regulation and the German Data Protection Act (BDSG)

Finan­cial Advisory

Successful transaction and restructuring consulting and accurate company valuation demands a lot from the advisor:

  • specialist know-how,
  • expertise in business economics,
  • but also speed of work and the relevant experience.


We offer you all of these qualities in our Financial Advisory division. Benefit from the experience we have gained from numerous transactions and projects over the years – especially on small cap and mid cap transactions.

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Merg­ers & Acquisitions

  • Performance of financial due diligence audits, including vendor due diligences
  • Preparation of information memos, establishment of data rooms, and the organisation of structured auction processes
  • Structured investor search and sales processes
  • Support with valuation and purchase price determination during the course of negotiations
  • Financing issues and acquisition financing
  • Purchase price allocations in accordance with IFRS 3 or for tax purposes
  • For further services in the field of Legal
  • References

Reor­gan­i­sa­tion and restructuring

  • Elaboration or assessment of corporate planning
  • Preparation or auditing of a statement of overindebtedness, liquidity status reports and liquidity planning
  • Drawing up and monitoring of reorganisation plans and going-concern forecasts etc. for the affected company, banks, creditors and potential investors
  • Restructuring opinion in accordance with the IDW S6 standard of the Institute of Public Auditors in Germany
  • Expert evaluation of the application requirements for protective shield proceedings pursuant to Section 270b of the German Insolvency Act (InsO)
  • Monitoring and reporting in the restructuring phase
  • Distressed M&A transactions, in particular asset deals from the insolvency estate
  • For further services in the field of Legal
  • References

Busi­ness valuation

  • Valuation of companies for M&A transactions, reorganisations or restructuring, corporate succession and shareholder disputes
  • Company valuations according to IDW S 1, RS HFA 10 (capitalisation of earnings method, discounted cash flow (DCF) method, net asset value method) as well as internationally recognised valuation approaches
  • Preparation or assessment of impairment tests according to IAS 36
  • Issuing of fairness opinions
  • Determination of purchase prices and assessment of purchase price settlements
  • Valuation reports for tax purposes (precautionary or in the event of a dispute) or as a basis for determining amounts recognised on the balance sheet (ESOP, VESOP)
  • Activities as consultants, neutral experts or arbitrators