Corporate/M&A
Being excellently positioned from a corporate law perspective is the basis for a company’s growth and sustained economic success. Due to our innovative approach, we are not only familiar with all current developments in your industry but we also identify important future topics at an early stage. Our expertise helps you not only to stand your ground in the market, it also helps you to be a pioneer.
Our Corporate/M&A specialists provide advice on all issues relating to corporate and transaction law. With our large team, we can advise you on matters as diverse as corporate governance, cross-border transactions, including, for example, SE structures, up to and including capital market-oriented stock corporation law.
The individual areas described below by way of an example are intended to help you get an idea of our national and international advisory services in the area of Corporate/M&A:
Our range of advisory services
The times are long gone when a handshake was enough to sell a company – this is why you don’t need a model contract but a legal advisor who understands the complex nature of your project, who is familiar with current transaction standards, and who represents your interests with the necessary experience and a sure instinct even in difficult negotiations. We are the ideal partner for this purpose: working with you, and on your behalf, we ensure that even the most demanding national or international transaction is successfully closed.
Focus
Strategic investors
- Structuring transactions/advising on bidding processes
- Developing structures for joint ventures and drafting shareholder agreements
- Carrying out legal due diligence reviews
- Minimising liability and tax risks
- Taking into account sector-specific aspects that are of relevance to the transaction
- Integrating Warranty & Indemnity solutions into the transaction process
- Restructuring the financing of the target
- Advising on timely setting the course for post-merger integration
- Ensuring that corporate compliance rules are observed
- Transaction management
- Advising on the feasibility of transactions under antitrust law/merger control
Public sector
- Structuring transactions
- Reviewing transactions from a public procurement law perspective
- Advising on structured bidding processes/national and Europe-wide invitations to tender
- Assisting with proposed resolutions of decision-making bodies
- Obtaining the approval of municipal regulatory authorities and of the competent ministries
- Developing PPP structures
- Ensuring compliance with requirements under municipal law
- Carrying out legal due diligence reviews
- Minimising liability risks
- Taking into account matters relating to pension law (Federal and State Government Employees Pension Fund (VBL) etc.)
- Transaction management
Private Equity/Venture Capital
- Tax structuring
- Advising on MBOs/MBIs/LBOs
- Advising on primary/secondary buy-outs
- Advising on financing structures
- Advising on mezzanine capital, silent partnerships
- Advising on how to prepare the financing documentation in accordance with the LMA standard
- Advising on involving state investment companies/development banks
- Drafting syndicate agreements
- Carrying out legal due diligence reviews
- Minimising liability and tax risks
- Integrating Warranty & Indemnity solutions into the transaction process
- Advising on management participation programmes
- Transaction management
Cross-border transactions
- Developing international acquisition structures
- Developing structures for joint ventures
- Carrying out international legal due diligence reviews
- Advising on timely setting the course for post-merger integration
- Ensuring that international corporate compliance rules are observed
- Transaction management, international coordination
- Advising on the feasibility of transactions under antitrust law/merger control
- Coordinating foreign merger control procedures
- Reviewing and providing assistance with other official control procedures
- (CFIUS, NDRC, German Foreign Trade and Payments Act (AWG)/German Foreign Trade and Payments Ordinance (AWV), etc.)
Regulated industries
- Advising on the relevance of state licences for the target’s business model
- Advising on the transfer of approvals and licences
- Advising on restrictions on the target resulting from the need for public provision of services of general interest
- Taking into account requirements under public procurement law
- Taking into account the target’s special revenue streams in determining the purchase price
- Ensuring compliance with data protection requirements
- Taking into account state subsidies
- Advising on special requirements under antitrust law, also in the light of oligopolistic structures
- Developing structures for joint ventures taking into account regulatory requirements
The willingness to respond to changes and new developments is part of the DNA of successful companies. Planning, implementing and communicating restructurings successfully is a big challenge for companies and business leaders. We can provide legal, regulatory and strategic advice during each phase of the process. Our restructuring experts have a wealth of experience with national and international reorganisations of companies and groups of companies. As a full-service law firm, we have specialist teams that can advise you on all legal issues. Please do not hesitate to contact us!
Focus
- Advising on mergers, divisions and changes of legal form of companies
- Advising on cross-border transformations
- Devising and optimising group structures
- Advising on carve-out and outsourcing projects
- Advising on corporate actions and contributions
- Assisting with the formation/acquisition and structuring of SEs
- Advising on the conclusion of, and amending, inter-company agreements
- Drafting shareholder and participation agreements
- Advising on intra-group transfers of shares, umbrella agreements and local transfer deeds
- Tax structuring
In the event that a judicial dispute cannot be avoided, our experts can provide general litigation support, as well as assisting with particularly complex economic disputes and with national and international arbitration proceedings.
Focus
- Litigation
- Shareholder disputes
- Legal challenges and actions for nullification under stock corporation law
- Legal proceedings to determine the compensation payable to minority or other shareholders in connection with transformations and other acts or transactions
- Redemption proceedings
- Disputes with executive or supervisory bodies arising out of their official function (in particular, claims for damages against members of executive or supervisory bodies)
- Representing clients in arbitration proceedings in matters relating to corporate law
- Post-M&A proceedings
- Status proceedings to determine whether a supervisory board is correctly composed under co-determination law
Service Dispute Resolution >>
Whether you are a listed, private or public-sector company, a managing director, management or supervisory board member, a shareholder, partner or an investor – we put ourselves in your place with regard to all corporate governance issues, can understand your motivation and, therefore, can advise you and safeguard your interests in the best possible manner. From the selection of the appropriate legal form to the preparation of, and assistance with, general meetings up to and including legal challenges and proceedings to determine the amount of compensation payable to minority or other shareholders: our expertise and our in-depth knowledge about regulatory issues combined with our industry-specific knowledge ensure that you obtain a legally sound and economically reasonable solution.
Focus
Advising SEs, partnerships limited by shares (KGaAs), cooperatives, associations and foundations on
- Selecting the legal form and establishing partnerships and corporations (including SEs), foundations, associations, cooperatives (including SCEs), silent partnerships, sub-participations
- Drafting company agreements, articles of association, rules of procedure, syndicate agreements, voting and other shareholder agreements
- Preparing and providing assistance with shareholder and general meetings, corporate actions, and with capital raising and capital maintenance issues
- Advising on the admission and withdrawal of shareholders
- Advising on changes in management (management board members and managing directors)
- Providing ongoing advice to companies and shareholders (organisation/corporate housekeeping)
- Terminating companies and partnerships/liquidation
- Advising on national and international joint ventures, cooperation and participation agreements and corporate governance issues, including new SE models
As a capital market-oriented firm, we are an experienced partner for all matters relating to corporate housekeeping and for capital market transactions.
Focus
- Organising and assisting with general meetings
- Advising on corporate actions (with or without an obligation to publish a prospectus)
- In particular, capital increases against contributions in cash with subscription rights for the existing shareholders and immediate or subsequent private placement
- Capital increases against contributions in kind
- Capital increases out of the company’s own funds
- Assisting with initial public offerings (IPO)
- Advising on corporate governance issues
- Advising on matters relating to the German Securities Trading Act (WpHG) (ad-hoc publicity, insider law, voting rights notifications, etc.)
- Representing companies and entrepreneurial shareholders in disputes relating to stock corporation law
- Legal proceedings to determine the compensation payable to minority or other shareholders in connection with transformations and other acts or transactions
- Advising on the delisting and down-listing of listed companies
- Providing squeeze-out advice
- Advising bidders in public takeovers
- Advising the target company in public takeovers
Luther has a multidisciplinary, high-performance restructuring and insolvency team with extensive and long-standing practical experience in complex restructurings at all stages of a company's crisis.
Main areas of advice:
Distressed M&A
- Advising insolvency administrators and investors on the purchase or sale of companies or parts of companies out of insolvency
- Preparation and implementation of the bidding process including due diligence
- Structuring and setting up the acquisition process under all legal aspects as well as negotiating the necessary contracts and agreements
Corporate law crisis advice
- Corporate restructuring and corporate finance transactions (e.g. debt to equity swaps, conversions, carve outs)
- Insolvency law advice to managing directors and board members
- Advice on trust structures
Service Restructuring and Insolvency >>
We advise companies and their executive and supervisory bodies on how to design their employment contracts, on how to perform their obligations in critical or problematic situations, and on how to manage legal risks. In particular, we assist with the introduction, evaluation and improvement of compliance management systems. In the event of damage and liability, we help the companies concerned enforce their rights of recourse against members of executive or supervisory bodies. In this context, an important part of our work is communicating and dealing with D&O liability insurance issues. Vice versa, we also help members of executive and supervisory bodies defend against claims.
Focus
Executive and supervisory bodies/D&O liability
- Advising executive and supervisory bodies and their members
- Advising on the remuneration of members of executive and supervisory bodies
- Advising on D&O liability issues
Corporate compliance
- Setting up, evaluating/reviewing and improving compliance systems
- Advising on the introduction of interactive/intelligent legal databases
- Drafting compliance policies
- Organising compliance seminars
A family business is organised for multiple generations and is characterised by the entrepreneurial family that owns it. As a family business owner with local roots who operates internationally, you attach great importance to your life’s work being preserved and to retiring into a carefree private life when selling your business or handing it over to the next generation. An additional investment must fit into your family business as smoothly as possible. As lawyers, civil-law notaries and tax advisors, we do not only have legal and tax expertise. We additionally have the ability to develop tailor-made, integrated solutions based on our instinct and our understanding for the situation and the personal interests of the entrepreneurs and their families.
Focus
Choosing and structuring the right form of business
- Choosing a legal form, also taking into account foreign legal forms, and structuring it individually
- Making changes to a company’s constitution
- Advising on changes in management
Family governance
- Advising on changes to the ownership structure
- Creating and modifying advisory and supervisory board structures
- Developing and updating a family’s constitution
- Developing marital contracts, including agreements regarding the matrimonial property regime
- Involving minors in structural concepts
International dimension
- Setting up, expanding or modifying worldwide group structures or an international distribution system
- Developing structures and concepts taking into account international inheritance law
Conflict prevention and conflict resolution advice
- Providing advice in relation to, and representing clients at, shareholder meetings
- Providing mediation services
Business succession
- Drafting succession clauses for company agreements that take the interests of all parties into consideration
- Examining, presenting and designing alternatives to succession within the family
- Advising on how to protect against influences from outside the family
- Assisting with last wills and devising structures for anticipated succession
- Acting as a mediator in inheritance disputes
- Executing wills
The Federal Republic of Germany, the German states and the municipalities are important economic actors. Whether they use their own businesses and investment companies to operate the railway system, airports, motorways, casinos, hospitals, public utilities and housing associations or act as a contracting authority to procure broadband cabling or military equipment or other services and assets for road structures, university, school and hospital buildings or power plants: the public sector accounts, directly or indirectly, for a large part of the economic output.
There are many particularities that need to be taken into consideration in connection with the economic activities of the public sector. Budget regulations and municipal codes contain numerous restrictions, to give just one example. If the public procurement system is not scrupulously adhered to in procurement processes, this can cause significant delays, which may result in measures becoming more expensive or being even discontinued.
Luther has for many years successfully advised the public sector on all its business activities. With a team of more than twenty public business and public procurement law experts, we are one of the leading law firms in Germany in this field of law. In addition, we have special expertise in the financing and restructuring of university clinics and hospitals and in casino, gambling and lottery law.
News
Key Contact >>
Team Corporate/M&A
Dr Konrad Adenauer
Partner
Cologne
Hajar Assebbane
Senior Associate
Luxembourg
May Htet Htet Aung
Associate
Yangon
Dr Marcus Backes
Partner
Hamburg
Dr Arnd Becker
Partner
Essen
Dr Carsten E. Beisheim
Partner
Dusseldorf
Dr Andreas Blunk, MLE
Partner
Hanover
Jens Bock
Partner
Berlin
Alexander Bohusch
Partner
Yangon,
Singapore
Dr Michael Bormann
Partner
Dusseldorf
Dr Jürgen Bremer
Partner
Dusseldorf
Dr Christoph von Burgsdorff, LL.M. (Essex)
Partner
Hamburg
Prof. Dr Christian Burholt, LL.M.
Partner
Berlin
Dr Arndt Begemann
Of Counsel
Essen
Dr Johannes Becker
Counsel
Cologne
Christian Brauns
Counsel
Stuttgart
Lukas Baumgärtner, Mag. Iur, LL.M.
Senior Associate
Bangkok
Estelle Bichon Sun, LL.M.
Senior Associate
Singapore
Anne Biebler
Senior Associate
Leipzig
Dr Valerie Blettenberg
Associate
Munich
Céline S. H. Breitenmoser, M.A. HSG
Associate
Singapore
Charlotte Buck
Associate
Hanover
Dr Thorsten Becker
Counsel
Frankfurt a.M.
Rolf Corsten
Of Counsel
Dusseldorf
Dylan Corcoran
Associate
Luxembourg
Marx Dauth, LL.M.
Partner
Cologne
Philipp Dietz, LL.M. (Edinburgh)
Partner
Cologne
Dr Philip Dohse
Partner
Hamburg
Birgitta von Dresky
Partner
Singapore
Euryale Didillon
Counsel
Luxembourg
Marco Dauner
Associate
Stuttgart
Dr Michael Ebert
Counsel
Stuttgart
Dr Benjamin Effler
Associate
Berlin
Sebastian Fedder
Partner
Hamburg
Ann-Kristin Freiheit
Senior Associate
Dusseldorf
Marie Pauline Fay
Associate
Frankfurt a.M.
Anne-Sophie Fischer
Associate
Munich
Dr Stefan Galla
Partner
Essen
Stephan Gittermann
Partner
Frankfurt a.M.
Philipp Glock
Partner
Frankfurt a.M.
Imke Glücks
Partner
Essen
Robert Goerend
Partner
Luxembourg
Frank Gutsche
Partner
Stuttgart
Dr Bernd Götze
Of Counsel
Singapore
Silke Gottschalk, LL.M. (London)
Senior Associate
Cologne
Dr Thomas Halberkamp
Partner
Hanover
Dr Richard Happ
Partner
Hamburg
Dr Joachim Heinemann
Partner
Hamburg
Dr Christian Horn, LL.M. (Tulane)
Partner
Berlin
Dr Benjamin Hub
Partner
Hamburg
Dr Thomas Hufnagel
Partner
Singapore
Prof. Dr Hans-Georg Hahn
Of Counsel
Hanover
Dr Marilen Hilbert
Counsel
Stuttgart
Anneleen Hofkens
Counsel
Luxembourg
Rares Holonec
Senior Associate
Stuttgart
Thi Ha
Associate
Yangon
Raffaela Hauenstein
Associate
Munich
Mike Hillers
Associate
Hanover
Daniel Hilmer
Associate
Hamburg
Marie Hoster, LL.B.
Associate
Essen,
Dusseldorf
Su Su Htike
Associate
Yangon
Felix Imelmann
Associate
Leipzig
Maximilian Issels, LL.M. (Stellenbosch)
Associate
Munich
Dr Sebastian Felix Janka, LL.M. (Stellenbosch)
Partner
Munich
Dr Jan-David Jäger
Senior Associate
Leipzig
![[Translate to English:] Dr. Ann-Kathrin Jungen](/fileadmin/user_upload/Jungen_Ann-Kathrin_770x770.jpg "[Translate to English:] Dr. Ann-Kathrin Jungen, Rechtsanwältin")
Dr Ann-Kathrin Jungen
Associate
Cologne
Dr Oliver Kairies
Partner
Hanover
Philipp Kersting
Partner
Jakarta
Dr Andreas Kloyer
Partner
Frankfurt a.M.,
London
Thomas Köhler
Partner
Frankfurt a.M.
Karsten Köhler
Partner
Leipzig
Doreen König
Partner
Berlin
Dr Maximilian Kressner, M.Jur. (Oxford)
Partner
Singapore
Dr Thomas Kuhnle
Partner
Stuttgart,
London
Oliver Krall, LL.M. (Wellington)
Of Counsel
Frankfurt a.M.
Lena-Annika Kauer
Senior Associate
Hamburg
Jakob Kauffeldt, LL.M. (Bond)
Senior Associate
Hamburg
Dr Sonja Daniela Kellermann
Senior Associate
Hamburg
Shi Yin Khoo, M.A. (Cantab)
Senior Associate
Kuala Lumpur
Lukas Kirchhof, LL.M. (Hong Kong)
Senior Associate
Kuala Lumpur
Dominique Kurtz
Senior Associate
Frankfurt a.M.
Tillmann Kamp
Associate
Cologne
Lida Karra
Associate
Frankfurt a.M.
Alina Kühn
Associate
Essen
Paul Jakob Kurz
Associate
Leipzig
Elisabeth Lepique
Managing Partner
Cologne
Aurélien Latouche
Partner
Luxembourg
Mathieu Laurent
Partner
Luxembourg
Clemens Leitner, LL.M. (UCL)
Partner
Singapore
Fabian Lorenz, M.A.
Partner
Bangkok
Simone Lersch
Counsel
Cologne
Wolfgang Liebau
Counsel
Dusseldorf
Alexander F. Liebing, LL.M.
Counsel
Leipzig
Tiffany Lessing, LL.M.
Associate
Singapore
Dr Axel Mühl
Partner
Stuttgart
Dr Cédric Müller, LL.M. (Bristol)
Partner
Essen
Dr Andreas Meyer-Landrut
Of Counsel
Dusseldorf
Mee Foo Moh
Of Counsel
Singapore
Dr Moritz Mentzel
Counsel
Berlin
Dr Alexander Mönnig, LL.M. (Manchester), E.M.L.E.
Counsel
Hamburg
Alexander Masson, LL.B.
Senior Associate
Essen
Julian Monden
Senior Associate
Hanover
![[Translate to English:] Mirjam Marte](/fileadmin/user_upload/Marte_Mirjam_770x770.jpg "[Translate to English:] Mirjam Marte, Rechtsanwältin")
Mirjam Marte
Associate
Stuttgart
Sophia Meyer, Maître en Droit
Associate
Berlin
Maung Maung Min Khaung
Associate
Yangon
Daniel Naumann
Partner
Leipzig
Katja Neumüller
Counsel
Cologne
Huguette Ashley Ntsangha
Senior Associate
Luxembourg
Samantha Oehlke
Associate
Singapore
Dr Eckart Petzold
Partner
Dusseldorf
Thi Thuy Trang Phan, LL.M.
Partner
Singapore,
Ho Chi Minh City
Dr Ulrich Philippi
Partner
Stuttgart
Dr Marc Peters, LL.M. oec.
Counsel
Cologne
Johannes Pieper, LL.M.
Counsel
Singapore
Michael Pfeiffer
Associate
Hamburg
Florian Plambeck
Associate
Hamburg
Dr Stephan Rippert LL.M.
Partner
Munich
Prof. Dr Jörg Rodewald
Partner
Berlin
Elena Recklin
Counsel
Frankfurt a.M.
Dr Pia Rademaker, LL.M.
Senior Associate
Munich
Charlotte Riese
Senior Associate
Berlin
Falco Rohrberg, LL.M. (Uppsala)
Senior Associate
Cologne
![[Translate to English:] Timo Reckert](/fileadmin/user_upload/Reckert_Timo_770x770.jpg "[Translate to English:] Timo Reckert, Rechtsanwalt")
Timo Reckert
Associate
Hanover
Sabrina Rosbroj
Associate
Singapore
Eric Sublon
Senior Partner
Luxembourg
Dr Klaus Schaffner
Partner
Leipzig
![[Translate to English:] Georg Scherpf](/fileadmin/user_upload/Scherpf_Georg_770x770.jpg "[Translate to English:] Georg Scherpf")
Georg Scherpf
Partner
Hamburg
Dr Barbara Schmidt
Partner
Leipzig
Dr Zacharias-Alexis Schneider, LL.B., LL.M.
Partner
Hanover
Prof Dr Florian Schulz M.B.A. (Nimbas)
Partner
Hamburg
Dr Björn Simon
Partner
Frankfurt a.M.
Michael Ströbel, LL.M. (University of Auckland)
Partner
Stuttgart
Gerd Stuhlmacher
Partner
Munich
![[Translate to English:] Dr. David von Saucken, MJur (Oxon)](/fileadmin/user_upload/von-Saucken_David_770x770.jpg "[Translate to English:] Dr. David von Saucken, MJur (Oxon)")
Dr David von Saucken, MJur (Oxon)
Partner
Berlin,
London
Dr Karl-Christian Stopp
Of Counsel
Leipzig
Andy Schaal, LL.M.
Counsel
Berlin
Robert Schindler
Counsel
Essen
Leif Dustin Schneider
Counsel
Ho Chi Minh City
Dr Daniel Schubmann
Counsel
Hanover
Dr Hendrik Bernd Sehy
Counsel
Hanover
Dr SHEN Yuan / 沈媛 博士 LL.M. (CUPL/Köln)
Counsel
Cologne
Yann Spiegelhalter
Counsel
Luxembourg
Dr Sven C. Stumm MJur (Oxon)
Counsel
Frankfurt a.M.
Fabienne Scharfe, LL.M. (Tulane, New Orleans)
Senior Associate
Hamburg
Jan-Christian Schmid
Senior Associate
Leipzig,
Hamburg
Nadine Schreiber, M.A.
Senior Associate
Cologne
![[Translate to English:] Dr. Denis Schütz](/fileadmin/user_upload/Schuetz_Denis_770x770.jpg "[Translate to English:] Rechtsanwalt: Dr. Denis Schütz")
Dr Denis Schütz
Senior Associate
Essen
Anton Spinty
Senior Associate
Berlin
Martina Steude, LL.M. (Cape Town)
Senior Associate
Hanover,
Hamburg
Jacqueline Dutz
Associate
Leipzig
Leon C. Schmitter, LL.M.
Associate
Cologne
Vivien Insa Seifert
Associate
Hanover
Dr Jan Sonntag
Associate
Berlin
Ruth-Maria Thomsen
Partner
Frankfurt a.M.
Dr Jörgen Tielmann, LL.M.
Partner
Hamburg
Dr Claus Trenner, LL.M.
Partner
Singapore,
Delhi-Gurugram
Andreas Tüxen, LL.M. (American University / WCL)
Partner
Berlin
Stefan Hubertus Tolksdorf, LL.M. (King's College London)
Senior Associate
Hanover
Volkan Top
Senior Associate
Hamburg
Jenny Tsynn
Senior Associate
Leipzig
Saw Thaw Tu Htoo
Associate
Yangon
Marc Theiner
Associate
Singapore
Thiri May Thu
Associate
Yangon
Denis Ullrich
Partner
Leipzig
Dr Knut Unger
Partner
Singapore
Marc Urlichs
Counsel
Dusseldorf
Dr Andreas Vath
Partner
Munich
Dr Eberhard Vetter
Partner
Cologne
Constance Xue Yao Valsemey, LL.M.
Associate
Singapore
Matthias Wagner
Partner
Frankfurt a.M.
Dr Gregor Wecker
Partner
Cologne
Thomas Weidlich, LL.M. (Hull)
Partner
Cologne
Guido Wenzel
Partner
Hamburg
Artur Winkler
Counsel
Hamburg
Jan-Patrik Welter
Senior Associate
Hamburg
Dr Karina Wojtowicz
Senior Associate
Hanover
Frances Wolf
Senior Associate
Hamburg,
Hanover
Clara von Wolffersdorff
Associate
Leipzig
Julia Walther
Associate
Leipzig
Simon Wickel
Associate
Dusseldorf
Cornelia Yzer
Of Counsel
Berlin
Hla Yadanar Win
Associate
Yangon
Martin Zackor, LL.M. (UCD)
Counsel
Frankfurt a.M.
Jan Zimmer
Senior Associate
Singapore
Lara Zölck
Associate
Berlin
Ahmed Zoughbi
Associate
Dusseldorf
