BUSINESSES · INVESTMENTS · RESPONSIBILITY
Designing structures.
Thinking ahead for your business.
From formation to succession, from acquiring an interest to shareholder disputes: we support the legal decisions behind your business, with a clear understanding of your role, your objectives and the commercial consequences.
Discuss Your PlansCompanies. Transactions. Representation.
YOUR MATTER
The company, its shareholders and its management each have their own legal positions. Buyers and sellers also pursue different objectives. Before advising, we clarify whose interests we represent and which decisions the engagement involves.
Formation, growth and change require clear responsibilities and sound decisions. We advise companies and institutional bodies on their legal organisation, investments and transactions. Where public-sector interests are involved, we take account of the particular remit and decision-making processes.
An ownership interest combines capital, influence and business risk. We advise founders, majority and minority shareholders, and investors on entry, cooperation and exit. In a dispute, your specific legal position and the objective of the engagement determine our approach.
Managing and overseeing a company entails specific rights and duties. We support members of corporate bodies with appointment, service agreements, responsibilities and liability issues. We distinguish a personal engagement from an instruction by the company.
OUR SERVICES
We combine contract drafting, negotiation and representation. The legal work depends on the project and the party represented, whether a company, a member of a corporate body, a shareholder or a party to a transaction.
Aligning the legal structure with the project.
We advise founders on choosing an appropriate legal form and on agreements for starting a business together. We support existing businesses and institutional bodies with subsidiaries, ownership structures and joint ventures. We consider liability, decision-making powers, capital needs and future changes together. We prepare the necessary contracts and resolutions and coordinate registration steps and any required notarisation separately.
Defining cooperation. Enabling decisions.
We support companies with rules on responsibilities, resolutions and ongoing cooperation. We advise individual shareholders on how voting rights, information rights, profit distribution and exit provisions affect their position. Majority and minority interests may diverge. We draft and review partnership agreements, articles of association and supplementary agreements from the respective client's perspective. We also assist with amendments, meeting notices, resolutions and their documentation.
Distinguishing corporate office, contractual engagement and responsibility.
We advise companies on appointing and removing managing directors, service agreements and potential compensation claims. We support managing directors and other members of corporate bodies in contract negotiations, the exercise of their functions and the defence of claims. Corporate office and the service agreement are assessed separately. Responsibilities, the basis for decisions, documentation and potential insurance cover are considered alongside an orderly handover of office.
Aligning financing and influence.
We advise investors on investment terms, information and control rights, and possible exit routes. We support companies, founders and existing shareholders with raising capital, changes to ownership percentages and future decision-making structures. We review and negotiate investment agreements, capital measures and supplementary arrangements for the instructing party. For private equity investments and international investors, we also clarify the legal requirements and necessary coordination.
Making opportunities, risks and obligations visible.
We support buyers with legal due diligence on the target business, assessment of identified risks and contractual protection. We assist sellers with preparing the transaction, disclosing information and limiting remaining obligations. For the party we represent, we negotiate purchase price provisions, warranties, indemnities and completion conditions. Share purchases and transfers of individual assets are structured to suit the project; we coordinate further specialist reviews and necessary consents.
Clarifying rights. Preserving the ability to act.
We support shareholders in disputes over information, resolutions, distributions, exclusion or compensation for their interest. For companies, the focus is on the validity of decisions, business continuity and handling claims. We assess the respective legal position, secure relevant documents and represent interests in negotiations and proceedings. Whether an agreement, an orderly exit or court protection is suitable depends on the particular dispute and the engagement's objectives.
Preparing and implementing change within the law.
We support businesses with mergers, divisions, changes of legal form and the reorganisation of shareholdings. We advise shareholders on the consequences for their rights and the value of their interests, and corporate officers on decision-making and implementation duties. We coordinate contracts, resolutions, participation procedures and registration steps into an agreed process. In financially difficult situations, urgent duties and the need for additional expertise take priority. We also consider an orderly dissolution and liquidation where this fits the engagement's objective.
Planning ownership, management and transfer together.
We advise business owners handing over their companies on future influence, financial security and remaining obligations. We support successors and acquiring shareholders with acquisition terms, responsibility and taking over management. For the company, continuity and effective decision-making processes are equally important. We coordinate corporate arrangements with inheritance and family issues and support both gradual transfers and full exits.
WORKING TOGETHER
An agreed scope of work, clear responsibilities and a transparent timetable.
We discuss your project, the parties involved and your legal position. Before accepting the engagement, we establish who is instructing us and check for potential conflicts of interest.
We define the scope of review, documents, responsibilities and dates. Options, material risks and the basis of remuneration are discussed before instruction.
We handle the agreed contracts, resolutions or proceedings and support implementation. We coordinate notarial steps and further specialist input with the parties within the scope of the engagement.
QUESTIONS & ANSWERS
These answers address common questions about German corporate law and transactions. The legal form, role and contractual position determine the assessment in each case.
Legal information: 31 October 2026
Either can be the subject of an engagement. Before starting, we establish who is instructing us and whose interests we represent, for example the company, a shareholder, a member of a corporate body or a transaction party. These roles do not automatically coincide. We check potential conflicts of interest before accepting an engagement; subsequent advice follows the agreed scope of work.
In a share deal, shares in a company are acquired. In an asset deal, particular assets and legal positions of the business are transferred. This creates different requirements for contract drafting, consents and completion. For buyers and sellers respectively, we assess which structure fits the project and which obligations are assumed or remain.
No. A GmbH is generally liable for its obligations with all its corporate assets, not merely its share capital. This is distinct from potential personal liability of shareholders or managing directors on specific grounds. The risks depend on the particular role and facts.
The assignment of shares in a GmbH requires a notarised agreement. An agreement creating an obligation to assign them is generally subject to the same formal requirement. The articles of association may also require consent. We review and negotiate the provisions for the party we represent; the necessary notarial involvement is coordinated separately.
Corporate office and the service agreement must generally be considered separately. Removal from office therefore does not automatically end the contractual relationship. For both the company and the managing director concerned, termination provisions, contractual links and possible remuneration or compensation claims must be examined.
The German Limited Liability Companies Act (GmbHG) gives every shareholder rights to information and inspection. Refusal is possible only where the statutory conditions are met. We support shareholders in exercising their rights and advise companies or their management on handling such requests. The respective legal position and the specific information required must be assessed carefully.
We agree which tasks we will undertake, such as a limited contract review, legal due diligence or support with negotiations and completion. We clarify the timetable, documents, contacts and basis of remuneration. Additional reviews and the involvement of other advisers are agreed with you. An initial enquiry does not itself establish an engagement or responsibility for monitoring deadlines.
