Dr. Jörgen Tielmann, LL.M.
Certified Specialist in commercial and corporate law
Luther Rechtsanwaltsgesellschaft mbH
Phone +49 40 18067 16829
Fax +49 40 18067 110
Languages: German, English
Dr Jörgen Tielmann was born in 1969. He studied law at the Universities of Tübingen and Göttingen (Germany) and obtained his Master of Laws degree from the University of Manchester (England). Since his admission to the Bar in Germany in 1998, he has advised companies and entrepreneurs in matters pertaining to corporate law; since 2006, he has done so as a partner with Luther. Jörgen Tielmann, who has been a Board Member of the Hanseatic Bar Association since 2014 and one of its Vice Presidents since 2018, heads Luther’s Banking and capital markets practice (2008 - 2018).
Jörgen Tielmann is involved in stock corporation and capital market law. He advises listed and non-listed companies on matters pertaining to stock corporation and capital market law and supports them through the M&A process and during capital market transactions. His area of expertise covers the entire range of stock corporation and capital market law. He also specialises in assisting with general meetings of shareholders, legal challenges, and M&A transactions. He has published various handbooks and articles concerning stock corporation law.
- Advising each year up to 10 general meetings of listed companies from the e-commerce software, renewable energy, tourism, construction material, real estate and insurance industries
- Providing capital market and stock corporation law advice to various listed companies from all types of industries on an on-going basis, in particular in connection with:
- Debt-equity swaps (2005, 2007, 2009);
- Option capital increases (2003, 2004, 2005, 2007, 2010, 2014, 2018); capital increases carried out by converting capital reserves and/or profit reserves into share capital (2005, 2017);
- Capital increases from authorised capital in connection with a private placement, including in the book-building process (2003, 2004, 2006, 2007, 2010, 2011, 2013, 2015, 2016);
- Representation of stock corporations in status proceedings regarding co-determination (2018, 2019);
- Issue of convertible bonds (2004);
- Issue of corporate bonds (2011);
- Conversion of shares from conditional capital (2006);
- Simplified and regular capital reductions (2003, 2005);
- Delisting of ADRs on the NASDAQ;
- Partial delisting (2005);
- Organisation of an international stock option plan for employees (2009, 2019);
- Squeeze-outs under stock corporation law and reorganisation law (2006, 2011, 2012, 2014).
- Advising management boards and supervisory boards on a regular basis on disputes among board members regarding personnel issues and other matters, including judicial proceedings for an appointment or revocation by a court
- Successfully defending against actions to set aside resolutions of the general meetings of listed companies before the Regional Courts of Gera, Hamburg and Düsseldorf
- Representing the companies concerned in legal actions brought by minority shareholders for a review of their compensation following squeeze-outs and inter-company agreements
- Advising a bidder (2004), a group of shareholders (2005) and a target company (2012, 2019) on a takeover according to the German Securities Acquisition and Takeover Act (WpÜG)
- Mergers and spin-offs, including transactions involving banks and insurance companies that are subject to su-pervision (2004, 2005, 2010, 2011, 2014, 2015)
- Advising on corporate acquisitions on an ongoing basis, e.g. in the following industries: e-commerce software (2000); electrical engineering (2001); cement (2003); textiles (2004); navigation software (2005, 2008, 2011, 2014); life insurance (2005, 2011, 2017, 2018); performance online marketing (2006, 2007, 2010, 2013, 2014, 2017, 2019); biotechnology (2008); other Internet platforms (2008, 2009, 2010, 2015); hospitality (2012); and mechatronics (2010, 2012); nursing care (2017, 2019); and renewable energy (2015)
- Representing the then majority shareholder of a manufac-turer of navigation equipment before the Regional Court and the Higher Regional Court of Hamburg in its success-ful defence against a holding company’s alleged claims for transfer of a majority interest (2006)
- Representing a listed company before the Regional Court of Stade in its successful defence against a financial in-vestor’s claims for reversal of a corporate acquisition (2010).