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Corporate and M&A transactions are legal complexes in which decisions are made that have trend-setting significance for companies. To meet this challenge, far-sighted, holistic legal advice is essential. This is exactly what we stand for with our multidisciplinary consulting approach in combination with the economic expertise of our colleagues at KPMG AG Wirtschaftsprüfungsgesellschaft.
In matters of corporate law, a holistic legal approach is becoming increasingly important for companies due to increasing globalization. We support nationally and internationally operating companies with our multidisciplinary approach and our long-standing expertise in legal contract drafting, contract execution and restructuring.
A clear business strategy is the basic prerequisite for a successful transaction. Together with our clients, we develop the appropriate takeover strategy and target-oriented tactics to efficiently manage a planned transaction.
We accompany all types of M&A transactions, including those involving financially regulated companies, and provide legal due diligence, legal and regulatory structuring, preparation and negotiation of transaction documentation, and assistance with financial regulatory notification and approval procedures.
The size of our team of lawyers reflects the strong corporate law focus of KPMG Law. They are complemented by many proven specialists in other areas of law in order to provide holistic support for the necessary corporate law decisions.
We work closely with our colleagues at KPMG AG Wirtschaftsprüfungsgesellschaft. This multidisciplinary approach distinguishes us from the competition, because it enables us – more than other commercial law firms – to understand ways of thinking and services from tax consulting and auditing and to dovetail these optimally with our legal consulting services.
On the basis of the objectives identified together with you, we develop tailor-made, practice-oriented solutions for your corporate law issues, be it the choice of legal form, the formation of a company, the legal implementation of shareholder resolutions or restructuring.
We advise listed large corporations and medium-sized companies, as well as owner-managed companies, on national and, above all, cross-border corporate law issues and restructuring projects.
Our litigation practice focuses on shareholder disputes and disputes in connection with corporate acquisitions.
Conflicts within multi-person companies can arise in dynamic start-ups as well as in traditional companies. The respective positions as well as personal concerns play a key role, especially in family businesses.
Our activities focus on your interests and thus primarily on preventive advice to avoid disputes. However, if a conflict can no longer be prevented, the right strategy is crucial. In all phases of the dispute, our highly specialized and experienced lawyers will support you in successfully representing your interests.
For corporate acquisitions and joint ventures, farsighted advice on merger and investment law is often decisive for success. This is evidenced by the fact that in recent years the importance and frequency of regulatory reviews of foreign investments in the context of M&A transactions have increased. Early assessment of legal requirements and options allows projects and transactions to be designed in such a way that regulatory reviews are mastered swiftly and successfully.
As complexity and regulatory activity increase, so do the risks associated with antitrust and merger law: Illegal practices by individual employees can result in fines and damages that threaten the company’s existence. There is also a risk of considerable reputational damage in such cases. Our legal advice is therefore aimed at avoiding risks and implementing appropriate compliance management systems. We support you in recognizing these often multi-layered tasks in good time and stand by your side to help you cope with them. In doing so, we focus on a practical view for entrepreneurially feasible, balanced and legally defensible solutions.
The Annual General Meeting of a stock corporation is the essential link between the Company, its corporate bodies and its shareholders and is therefore of considerable importance as a means of communication. We support you in the legally compliant planning and implementation of this event. It goes without saying that we keep an eye on special topics such as activist shareholders or communication strategies in crisis situations. We also support you with our experience in upcoming capital measures or in takeover scenarios.
Our work starts long before the day of the AGM: We support you in deciding on the right format and help you with internal project planning. Of course, we will advise you on the preparation of the necessary documents and share our knowledge with the management and supervisory boards.
In addition to ensuring that the Annual General Meeting is conducted with as little risk as possible, our legal advice aims to provide your company with a platform for entering into the most fruitful dialog possible with your shareholders.
We advise partnerships and corporations that are in crisis and develop tailor-made restructuring concepts for them. During the comprehensive examination of the legal options, we consider all available courses of action so that the company remains capable of acting, the crisis can at the same time be an opportunity for a new start and nothing stands in the way of long-term entrepreneurial success.
If economic restructuring is required, we can provide holistic and resilient solutions by drawing on the experience and recognized know-how of the experts at KPMG AG Wirtschaftsprüfungsgesellschaft.
In addition to advising companies in crisis, our lawyers also have many years of experience in representing private and institutional creditors. The main focus here is on the enforcement of claims and the provision or realization of collateral vis-à-vis insolvent debtors and insolvency administrators.
Joint ventures, minority shareholdings and strategic alliances are important elements in international competition for many companies.
We accompany you in the design of joint ventures. In doing so, we draw on our many years of experience and extensive expertise to work with you to develop concepts that will enable your company to enter into cooperative ventures and tap into new markets. We support and advise you at every stage of the process, starting with the selection of cooperation partners, through the contractual design of the joint venture, to the exit and especially with regard to practical governance risks.
Capital market transactions such as capital increases or decreases, bond issues and delistings present a company with major challenges and require careful preparation. That is why our experts structure such processes in close cooperation with you, in order to achieve an efficient and successful result with customized solutions.
In addition, we provide comprehensive advice on new regulatory developments in the areas of trading, derivatives and market infrastructure. This includes EMIR, MiFID II or MiFIR, MAD or MAR, Dodd-Frank Act and capital market compliance issues, among others.
We are also happy to combine our multidisciplinary consulting approach with the expertise of our colleagues at KPMG AG Wirtschaftsprüfungsgesellschaft. With this holistic expertise, we provide you with comprehensive and effective support in all types of transactions.
We advise owner-managed companies as well as entrepreneurially active private individuals in all matters relating to succession and asset structuring.
Foundations in particular have an important role to play in this area. The term “foundation” is not defined by law, but stands for a variety of legal forms, the most common of which is the “legally capable foundation under civil law”. For many people, setting up a foundation is the most suitable way to support personal projects that are close to their hearts and to give something back to society. Others, however, use a foundation as an instrument of succession planning for their family business as well as a means of providing security for the family.
The establishment and design of the appropriate form of foundation must be comprehensively planned. Foundations face a variety of challenges in their day-to-day work and find themselves in an area of legal tension that arises, on the one hand, from foundation law, which is predominantly state law (and can therefore vary from state to state), and, on the other hand, from the tax law governing non-profit organizations.
With our wide-ranging expertise, we can provide you with comprehensive advice on the establishment and tailored design of various forms of succession planning. In particular, we are able to take full account of the aspects of non-profit tax law through our cooperation with the tax specialists at KPMG AG Wirtschaftsprüfungsgesellschaft.
Post-M&A integration is an essential part of any M&A transaction. In the process, organizational structures, operational processes and the various circumstances or structures of the companies are brought together and harmonized.
In order for a transaction to create the desired benefits for all parties, a legal integration plan and post-closing monitoring should be developed. Our transaction-experienced lawyers provide you with comprehensive support in this project, focusing on the integration of the acquired parts of the company into your own organization, the adaptation of the group structure and aspects of labor law.
Our many years of advising founders, start-ups and investors cover the entire range of technology transactions. With this comprehensive expertise, we are ideally positioned to successfully support investments in an international environment.
As a multidisciplinary full-service law firm, we have in-depth expertise in all relevant areas of law, particularly in the fields of corporate law, IP/IT, employment law and data protection. We can also bring in industry-specific expertise in FinTech, InsurTech, AgriTech, e-commerce and IT as needed. Our aim is to develop a viable solution that is tailored to your individual needs, but at the same time practical and also pragmatic.
We will assist you – with the support of our colleagues at KPMG AG Wirtschaftsprüfungsgesellschaft – in all steps of a private equity or venture capital transaction, giving you a decisive advantage over your competitors.
Our experts advise and represent companies as well as their boards and other stakeholders in reorganizations and restructurings and all related measures.
Our multidisciplinary consulting approach proves to be a significant advantage, as it enables us to form cross-practice teams from different areas of law. This enables us to develop customized solutions for successful restructuring. This means that you receive a coordinated and custom-fit concept from a single source, the successful implementation of which has already been verified in advance.
If economic restructuring is required, we can draw on the experience and recognized expertise of the specialists at KPMG AG Wirtschaftsprüfungsgesellschaft.
Efficient corporate structures ensure business success in a competitive market – we advise our clients on their design.
Transformation law offers us a wide range of options for this, such as changes of legal form, mergers and spin-offs, but also debt-to-equity swaps and other types of structures. The goal of our consulting is to adjust the social structures of your company in such a way that cost outflow is minimized and revenue is optimized.
In order to develop custom-fit and holistic solutions for you, in some cases it is important to consider the economic and tax implications of corporate transformations. To this end, we can draw on the acknowledged expertise of the experts at KPMG AG Wirtschaftsprüfungsgesellschaft,
Our core competence is providing legal advice to domestic and foreign clients on the purchase and sale of companies and shareholdings – accordingly, we have in-depth and long-standing experience in this area. Our expertise includes advising financial investors and strategic investors, company owners, managing directors, board members, supervisory board members and financing banks on the entire spectrum of possible transaction forms.
With our integrated, multidisciplinary advisory approach, we cover all transaction-relevant special areas and can draw on proven experts in related legal fields such as employment law, IT/IP, data protection or regulatory law. We are also the market leader for innovative LegalTech applications, which we use intensively to develop tailored and efficient solutions for you.
The availability of industry-specific know-how and the close and well-rehearsed cooperation with the experts in the KPMG network also enable us to put together multidisciplinary consulting teams for integrated services from a single source. In this way, we create added value for you that goes beyond conventional legal advice.
W&I insurance offers protection against liability risks arising from M&A transactions.
W&I insurance should be carefully structured in conjunction with the liability provisions of the purchase agreement. Only then will it enable the seller to achieve a “clean exit”.
In order to obtain appropriate W&I insurance cover for the respective M&A transaction, our W&I experts will coordinate the scope of the due diligence with you in an insurance-adequate manner and draw up the due diligence report in accordance with the requirements of a W&I insurance policy. Otherwise, there is a risk of substantial restrictions and exclusions in the W&I insurance cover, resulting in an inadequate liability regime for the buyer. Our W&I experts negotiate and draft the purchase agreement, taking into account the specific structuring requirements of the insurance company. In particular, the guarantees and tax exemptions in the purchase agreement are negotiated and formulated in a manner appropriate to the insurance company. Finally, our W&I experts negotiate and formulate the W&I insurance cover and the W&I policy with the W&I insurer.
One of the biggest reforms of partnership law is pending, and the legislature has already passed the Act to Modernize Partnership Law ("MoPeG"). For the affected companies, the legal changes will be binding as of January 1, 2024.
On the Increased Importance of Arbitration Clauses and Arbitrator Selection as well as De-escalation Mechanisms in Conflict Management during and after Corporate Acquisitions
Partner
Solution Line Head Legal Deal Advisory
Head of Corporate Law, M&A
Bahnhofstraße 30
90402 Nürnberg
Tel.: +49 911 800929952
dkaut@kpmg-law.com
KPMG Law
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