Corporate Law in Hannover. From formation to the shareholder dispute.

In a shareholder dispute it is not the judgment that decides matters but who can act while proceedings run. Quorum, management and the state of the register are therefore the first questions, not the last.

• Challenges to shareholder resolutions, on grounds of defect and of nullity
• Redemption of shares, removal for good cause and the amount of compensation
• Removal and dismissal of managing directors, including interim relief
• Rights of shareholders to information and to inspect the books
• Where shares fall into a separation and the equalisation of gains we work with our practice area Family Law

In a reorganisation the closing balance sheet sets the timetable: it may be no more than eight months old when the application is filed with the commercial register. The plan is therefore worked back from the balance sheet date.

• Mergers, demergers, spin-offs and changes of legal form under the Transformation Act
• Building and adjusting holding structures
• Domination and profit transfer agreements, and liability within the group
• Cross-border reorganisations and transfers of seat
• The passing of leases on a merger or demerger is handled by our practice area Commercial Lease Law

Whether a share deal or an asset deal is the right form turns on liability, tax and whether the key contracts can be transferred. That question comes before the price is negotiated, not after.

• Structuring as a share deal or an asset deal, letter of intent and exclusivity
• Legal due diligence, and turning the findings into price, warranties and indemnities
• The purchase agreement, the price mechanism and notarial recording in our own notarial office
• Transactions in aviation and yachting, together with our practice areas Aviation Law and Yacht Law
• Integration after completion, from aligning the contracts to the register steps
• Covering the warranties through a W&I policy is checked by our practice area Insurance Law

A transaction stands or falls on the funds moving at completion. The finance documents therefore have to match the purchase agreement, down to the conditions and the order of the steps.

• Acquisition finance, security packages and their alignment with the purchase agreement
• Shareholder loans, subordination and how they are treated in a crisis
• Joint venture agreements with provisions on deadlock, exit and non-competition
• Strategic cooperation short of taking an equity stake
• The credit documentation itself is handled by our practice area Banking Law

A funding round distributes rights that will be renegotiated at every later entry. Documenting the first round cleanly saves time in the second.

• Investment and shareholders agreements, liquidation preference and anti-dilution
• Convertible loans and options as bridge funding
• Employee participation, virtual or real, and how it is taxed
• Preparing the exit, including drag-along and tag-along rights
• Intellectual property as a core value of the business is reviewed by our practice area Intellectual Property

Whether a business decision was a breach of duty turns on the information it rested on. Anyone who documents that can rely on the business judgment rule; anyone who does not carries the burden of proof.

• Rules of procedure, allocation of responsibility and matters reserved for consent
• Documenting the basis of decisions and handling conflicts of interest
• Defending and pursuing claims against directors and officers
• Public corporate governance and the oversight of municipal companies, together with our practice area Administrative Law
• The particular duties that arise in a crisis are handled by our practice area Insolvency Law

A compliance system helps when liability is alleged only where it is not merely in place but actually used. What is examined is not the handbook but the trace its application has left in the business.

• Risk analysis, build and review of a compliance management system
• The internal reporting channel required under the whistleblower protection legislation from 50 staff
• Running the channel as an external ombudsperson, with professional confidentiality
• Policies and training, from gifts and hospitality to the sales function
• The reporting channel and employee data are reviewed by our practice area Data Protection

The first step in an internal investigation is to secure the facts before any evidence is altered. What follows, the review of documents and the interviews, has to respect employment and data protection law, or the report cannot be used.

• Securing documents and data before the review begins
• Review and interviews, respecting the rights of those involved
• A report as the basis for action and, where appropriate, for cooperation with the authorities
• Employment law consequences and whether findings can be relied on
• The defence in criminal proceedings is led by our practice area White-Collar Crime