Corporate

We advise national and international companies of all sizes and from all sectors on corporate law matters. Our services portfolio in the area of corporate ranges from advice on incorporation of companies, reorganization of companies restructuring businesses and advice for recovery situations. Whether your business is a small or mid-sized enterprise, a family-led partnership or a listed stock corporation, we focus entirely on your particular needs and business objectives.

Advising on Corporate

Advising on traditional corporate law matters is part of the core expertise at GvW Graf von Westphalen. We advise businesses and entrepreneurs and provide representation in all aspects of corporate structuring, from selecting the “appropriate” legal form and designing the articles of incorporation to assisting in reorganisations, changes of corporate form, mergers, spin-offs and demergers.

Our clients are German and foreign businesses and entrepreneurs, family-owned businesses as well as international groups, shareholders, managing directors, members of management boards  and supervisory boards.

Especially tax issues play a key role in corporate restructurings. In cooperation with our own tax experts and external accountants, we help optimize the accounting and tax aspects of corporate legal structures.

Our areas of specialization:

  • Partnership agreements and articles of incorporation for business partnerships and incorporated companies
  • Employment contracts for managing directors and management board members
  • Preparation and organization of partnership and general shareholder meetings
  • Transfer of shares in the context of business succession processes, management buyouts or sales to third parties
  • Advice on corporate actions and optimized finance structures
  • Represention in state courts and in arbitration, in actions to set aside corporate resolutions or actions to declare them void, in arbitration proceedings, squeeze-outs and in requests for information as well as other shareholder disputes

Stock Corporations

Strict formal requirements and continuous developments in legislation and the case-law make stock corporation law a particularly dynamic and multi-faceted subject. As highly specialized and experienced attorneys, we help our clients find their way through the complexities of stock corporation law, starting with establishing stock corporations and changing already existing entities into stock corporations to assisting with general meetings, corporate actions and squeeze-outs.

We advise German and international companies and shareholders as well as members of management and supervisory boards. The fact that many of our partners serve on company supervisory boards gives us the requisite sector-specific expertise.

Our areas of specialization:

  • Defending against and conduction actions to set aside corporate resolutions and to declare resolutions void 
  • Corporate governance
  • Preparation and conduct of general meetings
  • Initial public offerings, delistings, off-exchange capital increases
  • Compensation plans for management board members
  • Employment contracts for management board members
  • Personal liability of management and supervisory board members

Joint Ventures

We help our clients exploit the potential of domestic and international joint ventures and minimize the risks of this complex form of partnership by means of "suitable" contracts. Our experience with joint ventures covers all areas in the world – leading industrial nations as well as emerging markets – and comprises projects in traditional industries as well as high-tech areas. Internationally, we assist our clients in partnerships by using proven local experts.

Our areas of specialization:

  • Planning, structuring and implementation of all phases of a formation of a joint venture
  • Drafting and negotiating contracts
  • Advice on potential conflicts among the joint venture partners
  • Advice on issues of technology transfer, trademark and patent protection
  • Advice on corporate debt or equity finance
  • Advice on income transfers to Germany

Business Succession

We help our clients ensure "timely" and smooth implementation of the difficult business succession process. We advise business owners, potential buyers from within the family and other family members as well as interested third parties from Germany or abroad in matters that extend from preparation and contractual implementation to the transition phase.

Our areas of specialization:

  • Structuring business succession (in consideration of inheritance, tax and corporate law aspects)
  • Advice and legal structuring and financing of severance claims from departing shareholders
  • Development of foundation models and concepts for the satisfaction of family members who are either entitled to a compulsory portion or will be granted a sub-participation
  • Advice and support during the transition phase as external consultants, members of supervisory or administrative boards or executors of estates

Compliance

Violations of (material) provisions in the law can have severe consequences for the company, the management or also the individual employee: claims for damages, imprisonment and fines and harm to reputation.

We support our clients in minimizing or avoiding the risks of liability in business by way of a compliance system which is customized to their needs. We have special expertise in close cooperation with specialized colleagues in areas where there are typically high compliance requirements, such as foreign trade and customs law, construction law and public procurement law, IT and data protection or antitrust law. Our attorneys in the field of white collar crime are also extremely well versed in working with investigative and criminal prosecution authorities.

Our inter-disciplinary "Compliance" team bundles this competence and can accordingly provide you comprehensive advice from a single source, both in substantive law as well as procedural matters.

Our main areas of activity:

  • Advice on introducing and developing compliance management systems
  • Conducting risk analyses
  • Preparing customized compliance guidelines
  • Conducting investigations and handling compliance violations
  • Defending against claims of third parties
  • Representation in dealings with investigative and criminal prosecution authorities

 

Key Contact

Dr Frank Süß

Dr Frank Süß

Lawyer
T +49 69 8008519-34
f.suess@gvw.com