One of the key issues in the maritime industry is the question of how to invest in a vessel as an asset. Many German and international banks that were involved in the financing of vessels have withdrawn from this line of business. At the same time, however, digitisation in the area of vessel financing has increased – either as a result of financing platforms on the internet or as a result of block chain products. In addition to this, there is an increase in investments from abroad, which are particularly driven by Asian leasing structures.

In the area of vessel financing, we advise on financing issues relating to “classic limited partnership models”, as well as on the financing of foreign structures (in particular, in Luxembourg and Norway) and on new types of leasing financing. Our services in this area include, without limitation:

• Advising on all aspects of vessel financing, including financing during construction, syndicated and subordinated financing, export credit insurance, financing provided by the seller, bonds, mezzanine financing, other forms of capital procurement and the related tax planning
• Advising shipping companies and/or issuing houses and banks and other lenders (equity and debt capital) in connection with the financing of vessels (new financing, refinancing and restructuring), both in connection with the construction and in connection with the operation of vessels (merchant vessels and cruise ships)
• Developing and implementing leasing structures

Service International Capital Markets, Banking & Finance >>

We can provide legal advice and assistance throughout the lifecycle of a vessel, from the time it is built up until it is recycled. In addition, we can advise on all commercial issues in connection with the operation – in particular, the technical and commercial management – of vessels.

As vessels are used worldwide, questions arising in connection with the construction, the purchase and sale and the commercial and technical management of vessels often have an international dimension. We take this into account by relying on our own international offices and, in addition, our extensive international network of renowned partner law firms to ensure that our clients can receive competent and quick advice on all legal matters on site and have a direct local contact. Our services in this area include, without limitation:

• Assisting with the purchase/sale of merchant vessels and cruise ships (river/ocean), including negotiating the sale and purchase agreements (memoranda of agreement), managing the transaction, and carrying out escrow activities
• Communicating with domestic and foreign ship registers in connection with registration issues, of whatever kind
• Drafting merchant vessel, cruise ship and offshore vessel charter agreements (time charter and bareboat charter agreements)
• Drafting management agreements for the commercial and technical management of vessels and pool agreements
• Advising on matters relating to the recycling of vessels

Service Commercial and Distribution Law, Product Liability/Product Compliance >>

As a result of the growing internationalisation of trade, but also of financing and investment structures, disputes need to be considered and dealt with in an international context. Our practice group which specialises in such proceedings takes this into account and combines both industry knowledge and many years of litigation experience. Our services in this area include, without limi-tation:

• Advising clients out of court on impending disputes (in particular, providing advice on how to document facts and collect evidence in a manner acceptable in court)
• Advising clients on arbitration proceedings, in particular, proceedings according to the GMAA or DIS Arbitration Rules, as well as arbitration proceedings in Singapore (proceedings according to the Rules of the Singapore Maritime Arbitration Association)
• Advising on the arrest of vessels in Germany and abroad; drafting protective pleadings and defending otherwise against the arrest

Service Complex Disputes >>

• Advising on the formation and restructuring of companies, in particular, with foreign companies or shareholders as investors
• Advising shareholders on the transfer of shares in maritime companies and advising investors on the acquisition of investments
• Management Buy-out, Management Buy-in: advising the management on the takeover of maritime companies
• Providing ongoing advice to managing directors, management board members and shareholders
• Representing clients in disputes, in and out of court
• Investing in start-up companies or venture capital (VC): advising on how to draft joint venture and investment agreements, also in relation to already established companies
• Advising managing directors on liability and compliance issues, including litigation

Service Corporate/M&A >>

• Advising on matters relating to collective and individual employment law in connection with the restructuring of businesses
• Negotiating with land and sea works councils, including reconciliation-of-interests agreements/social compensation plans, collective bargaining law
• Advising on complex transactions and business transfers (Section 613a of the German Civil Code (BGB)), including carrying out due diligence reviews

Service Employment Law >>

• Advising companies on matters pertaining to export control law (embargos, dual-use goods, transfer of know-how, etc.), providing training for managing directors and staff, drafting corporate export control policies
• Advising foreign acquirers and also sellers on the investment control requirements under the German Foreign Trade and Payments Act (AWG) and the German Foreign Trade and Payments Ordinance (AWV), especially in the context of bidding procedures, and prepar-ing and carrying out certificates of non-objection and approvals by the German Federal Ministry for Economic Affairs and Energy (BMWi), also and in particular in connection with Chinese investors

Service International Trade Law >>

• Advising with regard to IT procurement (software and hardware licence agreements, Software-as-a-Service, Service Level Agreements, escrow and deposit agreements)
• Assisting with IT outsourcing projects (IT and business process outsourcing and project agreements regarding complex IT systems)
• Providing advice with regard to general network issues and advising management bodies on IT security and IT compliance
• Advising on how to implement the German IT Security Act (e.g. critical infrastructure requirements for the energy, information technology and telecommunication, transport and traffic, health, water supply, food, and finance and insurance industries)
• Data protection (inter alia, GDPR)

Service IP/IT Law >>

Service Data Protection Law >>

Service IP and Copyright Law >>

In the maritime industry, we advise our clients comprehensively on all matters relating to the construction of new merchant vessels, offshore vessels and cruise ships (including river cruise ships). In addition to providing advice on financing during construction – which also includes advising on how to structure such financing – we can assist our clients during the construction period, in particular with regard to complying with the provisions of the construction contract, and advise them on the delivery/acceptance of the vessel.

Another focus of our team is providing advice to clients from the harbour and logistics industry, in particular with regard to harbour infrastructure. Our services in this area include, without limitation:

• Advising both shipyards and customers on how to draft ship construction agreements and negotiating the agreements on their behalf
• Assisting with the acceptance/delivery of newly constructed vessels and with their registration
• Advising on financing during construction, including the provision of security for claims (mortgages etc.)
• Assisting with approval processes for construction projects in the area of harbour infrastructure
• Advising companies at the interface between land and sea, in particular in connection with infrastructure issues

Service Real Estate & Infrastructure >>

The shipping industry is probably the one economic sector that suffered most from the financial crisis in 2008, and it continues to be affected. Our restructuring team develops solutions on how to restructure non-performing ship loans and/or portfolios. In addition, we can assist shipping companies with their restructuring and consolidation efforts. In cases where restructuring efforts are unlikely to be successful, we can help clients structure coordinated insolvency proceedings (insolvency plan proceedings, regular insolvency proceedings and protective proceedings). Our services in this area include, without limitation:

• Restructuring syndicated loan agreements
• Advising shipyards and harbour logistics companies on how to restructure their business
• Preparing insolvency plan proceedings and regular insolvency proceedings for companies from the maritime industry, including component suppliers and other suppliers
• Preparing and implementing protective proceedings

Service Restructuring and Insolvency >>