Formen schaffen, die erfolgreiches Handeln in Freiheit und Verantwortung ermöglichen.

Felix Ginthum

Contract expertise

  • association or limited liability company (GmbH)
  • partner’s agreement
  • General Manager contract
  • Letter of Intent
  • non-disclosure agreement
  • termination agreement

Company law

In company law in conjunction with further areas associated with business law, the course for successful entrepreneurial action is set at an early stage. Our experience shows that legal advice on company law needs to be rendered in a holistic manner (comprehensively). That is to say, the entrepreneurial personality and the corporate culture are crucial to the economic success of a company, apart from the prevailing law and the market needs.

Our provision of legal advice on company law focusses on the identification of the best possible types of actions of investors and companies according to the broad range of legal forms and possibilities in accordance with the strategic needs of a company in order to be successful on domestic and international markets.

Apart from that, our provision of legal advice is adapted to the periodic requirements of a company. The main consulting activities required during the planning and foundation phase (startup) differ from those of the early development, growth or expansion stage of a company. As soon as a company reaches its peak in terms of growth, it has to be realigned for the future, or has to be restructured or reorganized.

Our advisory service also comprises the law of capital companies (limited liability companies, entrepreneurial companies) as well as partnerships (e.g. partnerships organized under the Civil Code, limited partnerships with a limited liability company as general partner, silent partnerships). To ensure the provision of tailor-made legal advice for companies and shareholdings, also on the international level, we work in a team and make use of the know-how of tax consultants and public accountants to safeguard your interests.

The conventional advisory service in the area of company law comprises the fields of M&A and venture capital. We develop pragmatic and economically viable solutions for company foundations as startup companies, and we provide advice to partners and managers regarding their rights and obligations.

Holistic approach to business law

A holistic understanding of the provision of legal advice on company law comprises more than the selection of the optimal legal form, legal optimization questions and the protection of the interests of partners and investors. It also touches upon other areas of law, such as labour law, environmental law and IT law. Before making decisions with far-reaching consequences, it is always important to obtain a holistic view, if desired by the client.

Legal forms, structures and processes are tailor-made and perfectly suitable with regard to market needs, functionality and effectiveness when they correspond to the entrepreneurial personality, the management or the executive with the respective values, attitudes and capabilities, in the interaction within the respective corporate culture.

The framework conditions for the competitiveness of companies are subject to fundamental changes. Influential factors such as accelerated progress, new markets, critical consumer behaviour, technological progress, knowledge explosion, demographic change and a constantly expanding globalization involve new business risks and chances.

Complexity and dynamism of processes of change

Companies increasingly have to adapt to new customer requirements, market structures and competitive conditions in line with the current situation, in spite of unstable structures. Thus, the following questions may arise:

  • How can we improve our customer focus or the procurement efficiency with our suppliers?
  • How can improvement suggestions of employees help to improve the internal and external communication efficiency?
  • How can product development and production be converted into marketable, innovative products, and how can environmental standards and ethics-oriented quality be ensured?
  • How can the deployment of available, experienced staff be improved in the productive environment? How can networks along the value-added chain be shaped?
  • How can a learning culture be enhanced and advanced training processes initiated in our company? How can a “high-performance culture“ with a high degree of identification be implemented?

With our advisory service, we endeavour to provide legal advice for the complex and dynamic requirements. A change in perspective allows us to reveal the maximum benefit for your company. We ensure the best possible advisory service by understanding your company from your point of view, because, in case of complex and dynamic questions, it is impossible to provide comprehensive legal advice merely on the basis of the source of legal knowledge which is used for this purpose.

Company foundations / startup companies

Questions relating to company law usually arise at an inopportune moment. At the beginning, there is the idea. The decision to establish a company is followed by the start of planning, the elaboration of a business plan and the examination of the financing opportunities.  Under time pressure, it usually becomes apparent that specialist knowledge and business management know-how alone are not sufficient to ensure the best possible starting position. Entrepreneurs sometimes give away large portions of their business share as early as in the seed phase, if no provisions have been previously stipulated guaranteeing them the right to retain their business share in case of subsequent rounds of investment.

Depending on the line of business, numerous fields of law are included in the startup advisory service:

From the examination of the admissibility of the business idea, the protection of a trademark strategy, the examination as to whether further industrial property rights exist, up to the determination of the legal form in order to limit the liability risks, the different co-founders and/or co-partners must be individually taken into consideration in the memorandum of association. Beyond that, confidentiality and non-disclosure agreements must be drawn up in order to protect the own business idea during conversations with investors and other persons, new employees must be correctly hired, the pitfalls of fake self-employment must be avoided, the first tenancy agreement must be securely concluded, and the general terms and conditions of a company and the cooperation agreements with international cooperation partners must be drawn up.

Legal compliance is an absolute must. However, compliance with legal requirements should not overburden the newly appointed CEOs, and must not prevent them from fulfilling their main tasks. Our advisory service allows founders to concentrate fully on the development of marketing, sales and social media strategies and to attract investors.

M&A and due diligence

In the course of the business cycle of a company, often the strategic question arises as to whether another company or company division should be acquired or even sold. Diverse circumstances in complex and dynamic markets can result in changes. Our advisory service provides you with the professional expertise for the proper way of dealing with such challenges.

The term M&A (mergers and acquisitions) means the processes associated with mergers, takeovers, consolidations (company purchase, company sale, company transformations), such as the transfer of business shares, questions regarding the financing of a company purchase, the dissolution of old and the foundation of new companies (reorganization etc.).

After selecting a potential target company, usually a confidentiality agreement is signed. Upon commencement of the first discussions, a so-called non-disclosure agreement (abbreviated NDA) is signed, letters of intent (abbreviated LOI) are signed, and the economic and legal situation of the target company is examined by means of a due diligence review (abbreviated DD) etc.

Depending on the task, we cooperate with public accountants, investment banks (“corporate finance”) and provide you with tailor-made solutions for your project.

Partners in dispute

If a dispute arises among the partners of a company, such dispute will quickly harm the entire company. The earlier the partners seek external advice for conflict management, the earlier the most appropriate – and, if possible, preventive – conflict resolution strategy can be found. In this way, assets, jobs and your know-how will be saved.

Our provision of legal advice which pursues a holistic approach does not try to avoid, but to resolve the conflict. From a legal aspect, it is necessary to provide clarity on the applicable rules in the first instance. For this purpose, the currently available opportunities provided by company law and competition law must be analyzed.

Apart from the conventional legal representation and/or the safeguarding of the partners‘ interests out of court and in court, it is increasingly the case that people ask for cost-efficient alternative methods of dispute settlement (abbreviated ADR – alternative dispute resolution).

Sometimes it is helpful to conduct a discussion between the partners together with an expert advisor who moderates such discussion in order to settle the dispute.

Managers who are in dispute with partners, or partners who are involved in a lengthy dispute with other partners often wish to maintain the business relationship, even during and after such dispute, because of the existing, intensive interlinkage between them. If such a dispute is brought to court, the disputant parties will often be finally separated. The time and cost-efficient alternative methods of dispute settlement (abbreviated ADR – alternative dispute resolution) comprise arbitration proceedings and mediation which help to settle such dispute.

If the dispute cannot be settled in the aforementioned manner, the parties may have recourse to the courts in order to clarify the legal and contractual limits, if required. Also in these cases, we will be pleased to provide you with legal advice, and we will look for a quick and cost-efficient solution.