Corporate / M&A

Companies, shareholders, and managers face complex and continuously changing challenges in corporate law. In addition to that, strategic questions that significantly influence the future of companies must be addressed: restructuring, corporate actions, international expansion, compliance, and corporate governance are just a few of the key issues.

GEMS SCHINDHELM provides future-proof solutions that are legally certain, innovative, and economically viable. Our expertise extends from corporate law issues in day-to-day business to supporting complex, domestic, and international transactions to restructuring advice. Our team in Corporate Law and Mergers & Acquisitions (M&A) receives support from our specialists in other areas such as capital market law, labour law, antitrust and competition law, and real estate law, as well as litigation. That’s how we offer you holistic advice.

Consultancy Needs in Corporate Law

Professional advice in corporate law will help you create a legally certain foundation for your company and help you avoid pitfalls. Additionally, legal advice will help you optimise your corporate structure, especially in tax law matters. Specifically, our experts can support you with the following challenges in the area of Corporate Law / M&A:

• When establishing stock corporations and business partnerships, including choice of legal form

• With questions about corporate governance and in the design of corporate and syndicate contracts or shareholder agreements

• When implementing corporate actions or changes at the shareholder level such as corporate succession planning

• When planning and implementing restructuring measures of all kinds, up to and including restructuring in a crisis situation

• When preparing and assisting in holding shareholder meetings and annual general meetings

• When resolving conflicts in state courts and in national and international arbitration courts in connection with disputes relating to corporate law 

Consultancy Needs for Transactions or Mergers and Acquisitions

Corporate acquisitions, mergers, takeovers, and joint ventures pose significant challenges for all involved. Our sound legal advice first ensures that the economic objectives of all parties are understood. On that basis, you will receive support in implementing sustainable, legally certain solutions. Professional advice in the following areas is one of our core competencies:

• When developing an acquisition strategy or investment strategy 

• During the Due Diligence Review Phase

• When creating and negotiating transaction contracts

• With the integration and related harmonization of processes, systems, and cultures

• When resolving legal conflicts that may arise during or after a transaction

Our Expertise in Proceedings Involving Corporate Law and M&A

The GEMS SCHINDHELM team covers the entire spectrum of corporate law as well as M&A transactions. Having in mind a holistic consultation, we act efficiently in teams together with experts from the adjacent departments and participating countries: interdisciplinary and international (international M&A).

Corporate Law

Our legal experts advise shareholder-owned companies as well as international corporations. With customized solutions, we safely guide our clients through all company phases.

Advice in the start-up phase:

• Advice when selecting the legal form

• Drafting clear and precise company and syndicate agreements and/or shareholder agreements

• Advice in connection with notification and approval requirements under public law for planned business activity

General corporate law advice

• Legal advice on the implementation of corporate governance, in particular the drafting of rules of procedure for managing directors, management boards, supervisory boards, and advisory boards

• Legal advice in connection with corporate actions (Private Equity)

• Preparing and assisting in holding shareholder meetings and annual general meetings

• and much more.

Conflict resolution / corporate litigation

• Conflict resolution between shareholders or between shareholders and corporate bodies, including challenging of resolutions 

M&A

Mergers and acquisitions processes are highly complex processes that touch on different legal issues. The success of a transaction requires legal advice from an interdisciplinary team that considers and coordinates the legal foundations from all participating countries.

Preparation phase and legal protection

• Advice on the selection and creation of framework conditions for company takeovers or mergers (including management buy-outs and financing transactions)

• Structuring of the transaction, preparation and negotiation of agreements made in advance in the form of a Term Sheet, Letter of Intent, Memorandum of Understanding, and Non-Disclosure Agreement (NDA)

• Preparation, coordination, and execution of legal due diligence reviews, guiding transactions, and establishment of acquisition vehicles

• Designing and negotiating contracts and supporting documents required for the transactions

Post-closing and integration management

• Post-closing services, including post-acquisition/sale restructuring, corporate services, post-merger integration, notification and publication duties

•  Legal advice on the formation of joint ventures and the design of joint venture contracts

• Support in structured divestment processes 

• Advice on issues under capital market law for listed companies involved in the transaction

Regulatory compliance and claim enforcement

• M&A transactions in crisis situations and insolvency, restructuring

• Enforcement of warranty claims and claims for damages arising from acquisitions of companies and shareholdings

• Public takeovers

• Initial Public Offering (IPO)

• Merger clearance, Foreign Direct Investment (FDI), and Foreign Subsidies Regulation (FSR)