Corporate Law and Company Law
Corporate Law is one of the most common areas of law Ahlers & Vogel offer services in. Ahlers & Vogel advise medium-sized companies and family-run partnerships, but also companies quoted on the stock exchange in regard to the ‘classic’ questions of corporate law.
Our advice accounts for long-term considerations and is closely linked with our clients’ entrepreneurial strategies.
Our activities cover a broad spectrum, from advice for the founding of a new company and assistance with structural instruments under corporate law to the restructuring of a company in the event of a crisis.
As well as drawing up partnership agreements, articles of association, rules of procedure or agreements binding partners to exercise their voting rights in a prescribed manner, our advice also extends to the preparation of measures concerning company capital and ongoing advice of companies and their shareholders.
No matter what the conflict, we maintain a sense of proportion during our considerations for resolution – whether it’s the dismissal of a managing director or member of the executive board, the expulsion of a shareholder or the challenge of a resolution. In each individual case, we make sure the actions of companies and their executive bodies are correct and that those affected are able to react accordingly. This involves a background of tactical advice and the effective conduct of negotiations up front – including the legal representation in judicial proceedings. In doing so, we always endeavour to achieve a commercially viable solution for our clients.
We draw particular attention to the adjustment of Corporate Law questions to the tax law consequences which inevitably go along with any advice on company structures. We always work in close cooperation with our clients’ tax consultants and accountants.
Upon founding a company or planning a new line of business, a careful consideration should be made to the most appropriate form of legal structure. Whether you’re considering a partnership or a corporation, there will be questions regarding liability law and tax law. The appropriate legal form is the basis of entrepreneurial activities. Along with the partnership agreement, a large number of provisions is established. They include: the balance of power between executive board and shareholders as well as among shareholders themselves; the institutional integration of possibly external knowledge (advisory board, supervisory board); the question regarding the possibility of transferring a company’s share; the duration and terminability of the company; and compensation when a shareholder withdraws (succession plan, etc.).
Many issues have to be addressed in order to get from a standard contract to a personalised contract that meets all the requirements of your company or business.
Company structures require a review from time to time, given the continuing legal changes; especially in regard to tax law. Whereas this is sometimes more obvious in regard to work procedures, the necessity in the contractual domain is easily overlooked. By means of a timely adjustment, the identifiable – but not yet relevant – potentials of conflict can be dispelled beforehand.
Legal forms can be changed when previously separate companies can be merged or existing companies can be split into several. A Ltd. Can, for example, become a public limited company, a general partnership or a limited partnership. As part of outsourcing, a division of a public limited company may be translocated into a 100% subsidiary Ltd. One of the ways of doing this is Transformation Law. Reason for such restructuring measures are frequently related to tax law-related concerns or the reorganisation of company succession.
Whether the legal form of a company is changed into a GmbH (Ltd) for tax reasons or a company split is terminated by means of fusion – whether a corporation is restructured or planned to transfer the company from a corporation which is harmful with regard to inheritance law into a partnership – the reasons for transformations are diverse and lead to complex consequential problems.
Working alongside our clients, we develop concepts for restructuring the legal structures of your company and guide you through all the measures of restructuring, for example: mergers, demergers, spin-offs and capital increases and reductions.
The biggest mistakes occur in times of crisis – in particular when criminal and personal liability might result from them. We support managing directors, management boards, supervisory boards and jointly liable shareholders with a sober risk analysis and prevent them from making hasty decisions. Equally, we accompany restructuring measures of the companies on all levels – be it in regard to tax law, employment law or insolvency law. In doing so, we are able to rely on the know-how of our specialist lawyers from other areas of expertise.
Within the scope of preventive insolvency consulting, we support clients with regard to developing strategies to avoid filing for insolvency, for example, by making use of alternative financial instruments. However, we also advise when filing for insolvency and when settling possible claims of an insolvency administrator towards shareholders, managing directors, management board members and supervisory board members.
We advise clients in cases of appointment or dismissal of a managing director and members of the executive board and design, the managing director and executive management contracts, as well as design the rules of procedure for the management and supervisory board. We provide support with disputes relating to company organs resulting from the organ relationship (for example, claims for damages towards organ members). The firm continuously advises organs and organ members (Board Training) with all of their legal enquiries.
Convening the general meeting of shareholders or general assembly is subject to strict formal and material requirements, which may differ depending on company structure. Mistakes can sometimes lead to the invalidity of decisions, resulting in consequential problems which may only emerge years after – one example being in the case of a company being put up for sale.
Using your competence and experience, we work alongside our clients to prepare and perform any and all measures under Corporate Law.
On a regular basis, we assume representation of parties in legal disputes under company law, acting as their legal representation before ordinary courts as well as their representation in arbitral proceedings. Lawyers of Ahlers & Vogel have been appointed as arbitrators in different ICC and ad hoc arbitration proceedings.
When dealing with cross-border legal disputes under company and trade law, we work alongside other highly-qualified colleagues from other jurisdictions. For decades, Ahlers & Vogel has been establishing contacts to foreign law firms and is member of the msi Global Alliance. Therefore, we can rely on worldwide knowledge and resources of more than 250 tax consulting and law firms in over 100 countries. Our close personal contacts and experience with our foreign colleagues enable us to find the right partner for each mandate.