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Commercial

Legal advice on purchasing, production and distribution

Purchasing, production and distribution – in short, our clients’ operational activities – are at the centre of the advice we provide.

With more than 50 specialist lawyers, our Commercial team is one of the largest and most experienced practices in Germany. National and international clients benefit from our in-depth industry knowledge and comprehensive legal expertise.

We closely monitor the increasingly globalised markets, together with the opportunities and challenges they present. To do this, we deploy international teams of experts within the worldwide CMS organisation and in particular the CMS Commercial Practice Area Group.

Our long-standing clients include industrial and trading companies from all major sectors of the national and international business world. From the automotive industry to central purchasing organisations, we act on behalf of our clients across all key areas of production and trade.

Up-to-date advice at all times

We are committed to staying abreast of the latest trends and changing conditions. As such, we proactively develop new advisory products for legal areas such as compliance and EU sales law, and for emerging segments such as digital business and e-mobility.

We go beyond the norm

In addition to providing ongoing legal advice as an outsourced legal department and representing our clients in lawsuits, we also offer specialised services, such as customised contract and claim management.

Training courses and practical seminars on legal aspects of purchasing, production and distribution round off our legal advice. These services include tailored inhouse seminars, our Update on Procurement and Distribution roadshow, information events, circulars, brochures and newsletters as well as practical tips.

"Large department with extensive experience in commercial law relying on its strong network of domestic and international offices. Well known for its work on large, often European-wide, distribution systems and multi-jurisdictional contract standardisations."

Chambers Europe, 2021

"It's important for our company to mandate a firm that is able to deal with the width and breadth of the different legal areas and requests we have, and CMS is active on exactly such a scale."

Chambers Europe, 2021

"CMS has a strong cross-border practice, [...] it is a leading firm for commercial contract law."

Chambers Europe, 2021

„Die Vertriebsrechtspraxis von CMS besetzt aufgrund ihrer personellen Stärke und der tiefen Erfahrung ihrer Partner in unterschiedlichen Branchen eine führende Position im Markt.“

JUVE Handbuch, 2020/2021

„Schnelles Feedback, juristisches Know-how, Kenntnis unserer speziellen Branche sowie pragmatische Lösungsansätze.“

The Legal 500 Deutschland, 2021

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Vertrieb und Franchise - Commercial
Distribution and Franchising
Our legal expertise can help you organise your distribution setup. Distribution and franchising issues are central to the advice provided by our Comme
Produktion und Produkthaftung - Commercial
Production and Product Liability
Tailored strategies for optimum risk protection. We offer wide-ranging advice on legal matters relating to production and product liability, extending
Einkauf und Beschaffung - Commercial
Purchasing and Procurement
Global solutions tailored to your specific needs. Purchasing and procurement are becoming increasingly important functions in many organisations both
Podcast - Update Commercial
CMS To Go

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03/07/2024
Russia sanctions: Non-EU subsidiaries to comply with EU law
On 24 June 2024, the EU adopted the 14th package of sanctions against Russia, introducing new restrictions on goods and services and listing more individuals and legal persons. In practice, more relevant...
01/07/2024
EU anti-dumping investigation of Chinese, Korean, Taiwanese, and Thai epoxy...
On 1 July 2024, the EU opened an anti-dumping investigation concerning EU imports of epoxy resins originating in the People’s Republic of China, the Republic of Korea, Taiwan and Thailand which could...
21/06/2024
AI Act signed – Top priorities you need to know now!
AI systems, whether offered as a product or as part of a product or used internally in a company's own business operations, will be regulated by the EU AI Act.
14/06/2024
EU anti-dumping investigation of Chinese decor paper imports
On 14 June 2024, the EU opened an anti-dumping in­vest­ig­a­tion con­cern­ing EU imports of decor paper originating in the People’s Republic of China, which could lead to substantial anti-dumping duties...
24/05/2024
EU anti-dumping investigations for Chinese lysine and vanillin imports
On 23 May 2024, the EU opened an anti-dumping in­vest­ig­a­tion con­cern­ing EU imports of lysine originating in the People’s Republic of China, which could lead to substantial anti-dumping duties on future...
24/05/2024
CMS advises Dutch investor Stibbe Participaties on the sale of Heinkel...
Frankfurt/Main – The Alsatian family-owned group, De Dietrich Process Systems, acquires the Heinkel Group. Seller is the Dutch investor Stibbe Participaties. The Heinkel Group, with its recognized brands HEINKEL, COMBER, BOLZ-SUMMIX and JONGIA, is an international premium provider of solid-liquid separation solutions and drying and mixing systems, mainly for the pharmaceutical, chemical and food industries. Stibbe Participaties acquired the companies in 2005 after a turbulent time caused by a sharp downturn in the pharmaceutical industry and has developed Heinkel Group through add-on acquisitions to an international player in its sector. The combination of solid German management and hands-on support from Stibbe Participaties led to a revival of Heinkel – resulting in a strong market position and a stable recurring income from after sales and service. With the strategic merger of Heinkel Group and De Dietrich, De Dietrich enriches and broadens its portfolio and becomes a global leader in the fields of solid-liquid separation and the drying of active ingredients. An international CMS team headed by lead partner Dr Hendrik Hirsch advised Stibbe Participaties on all legal aspects of the transaction, including legal advice in more than seven jurisdictions (including Germany, the USA, Italy, the Netherlands, China, Singapore and India), legal support on the auction process and negotiation of contractual terms for the best possible integration of the Heinkel Group into the group of the successful bidder as the new owner as well as on tax and IP topics. Stibbe Participaties, based in Laren, Netherlands, is a family-held investor pursuing a buy-and-build strategy. The firm focuses on midsize industrial manufacturing companies with an experienced management and a position in a niche market with potential for market leadership. CMS Germany Dr Hendrik Hirsch, Lead Partner Maxine Notstain, Senior Associate, Co-Lead Markus Herz, Partner Dr Till Alexander von Poser, Associate, all Corporate/M&A Dr Hendrik Arendt, Senior Associate Dr Martin Friedberg, Partner, both Tax Dr Thomas Hirse, Part­ner Se­basti­an Vautz, Senior Associate Lisa Dietrich, Associate, all IP Till Komma, Counsel Lena Schauer, Associate, both Banking, Finance & Insurance Moritz Pottek, Counsel, Antitrust, Competition & Trade Tina Karakurt, Counsel Dr Franz Maurer, Counsel, both Real Estate & Public Dorothée Janzen, Partner, Com­mer­cial Birgit Wagner, Legal Manager, Smart Operations SMOP CMS Netherlands Pieter van Duijven­voorde Car­ola Bruijn Pieter de Kanter CMS Italy Daniela Murer Alessandra Cuni Sara TammarazioPress Con­tact presse@cms-hs. com
06/05/2024
Obligation to include a "No Russia clause" in supply agreements
For some export transactions, re-exportation to Russia must be contractually prohibited. Model clauses present conflicts with German law on general terms and con­di­tions.Com­pan­ies must keep abreast of...
29/04/2024
Design decision on ‘Sole technical function’ packs a punch – The CJEU breaks...
SummaryIn a case which has been recognised as among the most impactful European design cases of the past year, the Court of Justice of the European Union (“CJEU”) has clarified the principles of ‘sole...
09/04/2024
The sum of parts: Registered design for segments of towers found valid...
BackgroundTA Towers ApS (“TA Towers”), a company based in Denmark, is the holder of the below registered Community design relating to goods for building materials, specifically, ‘building materials...
26/03/2024
CMS advises SEFE on all aspects of acquiring WIGA Group
Hamburg – SEFE Securing Energy for Europe GmbH (SEFE) has acquired all the shares in WIGA Transport Beteili­gungs-GmbH & Co. KG (WIGA) from its co-shareholder Wintershall Dea AG. The transaction is currently awaiting approval from the competition authorities. SEFE is wholly owned by the Federal Republic of Germany. WIGA owns regulated gas pipeline operators GASCADE Gastransport GmbH and NEL Gastransport GmbH, who operate one of the largest high-pressure gas networks in Germany with a combined length of around 4,150 kilometres. These networks have a key role to play in European energy security and the green energy transformation. The transaction will strengthen SEFE in its role of ensuring secure and reliable energy supply in Germany and Europe, as well as boosting its hydrogen ex­pert­ise.“With the full acquisition of WIGA as sole shareholder, we are strategically strengthening SEFE as an independent and autonomous midstream company,” commented Reinhard Gorenflos, Chairman of the SEFE Supervisory Board.“SEFE being the sole shareholder of WIGA will ensure that GASCADE can convert the existing high-performance infrastructure to hydrogen in the future. In this way, we can help drive forward the green energy transformation. Transportation infrastructure is a pivotal part of the future hydrogen value chain,” said Dr Egbert Laege, CEO of SEFE. “The two WIGA subsidiaries, GASCADE and NEL, will continue to operate independently and market their capacity in a transparent and non-dis­crim­in­at­ory manner.”SEFE CFO Dr Christian Ohlms highlighted the importance of WIGA with regard to the privatisation of SEFE, which is due to take place by the end of 2028: “With this transaction, which is expected to complete by summer 2024, we are strengthening SEFE’s asset base. Our aim is to continue the long-term development of SEFE on a stable financial footing.”A multinational CMS team headed by Hamburg-based partner Dr Holger Kraft advised SEFE on all aspects of acquiring WIGA. In addition to extensive due diligence on the entire WIGA Group, including GASCADE and NEL, which are regulated under energy law, this work covered negotiation of the share purchase agreement and separate agreements with the shareholders of Wintershall Dea AG. Alongside negotiating the transaction agreements, the advice focused on safeguarding the transaction through several W&I insurance agreements, including negotiating the policies, and handling regulatory issues relating to gas network operation and other public-law matters. CMS Germany worked closely with the CMS law firms in the UK and Luxembourg, and with US law firm Faegre Drinker Biddle & Reath LLP. CMS previously advised the Federal Network Agency (BNetzA) and the Federal Ministry for Economic Affairs and Climate Action in 2022 and 2023 around their trusteeship over SEFE and its subsequent nationalisation by way of corporate actions. The instructions for this transaction followed on from that successful cooperation. About SEFE:As an integrated midstream energy company headquartered in Berlin, SEFE Securing Energy for Europe ensures the security of energy supply in Germany and Europe and is driving the green energy transformation. SEFE is active in trading & portfolio management, sales, transportation and storage of energy and has its strongest presence in Germany and the UK. SEFE employs around 1,500 people and supplies over 50,000 customers, in particular industrial customers and municipal utilities in Germany and seven other European markets. With a sales volume of around 200 TWh of power and gas, SEFE plays a central role in stability of the energy supply in Germany and Europe. SEFE is owned by the Federal Government of Germany. CMS Germany Dr Holger Kraft, Lead Partner Dr Jan Schepke, Partner Matthias Sethmann, Principal Counsel Dr Dirk Baukholt, Principal Coun­sel Char­lotte von der Heydt-von Kalckreuth, Counsel Dr Stefan Kühl, Senior Associate Dr Paul Kintrup, Senior Associate, all Corporate/M&A Dr Rolf Hempel, Partner Dr Friedrich von Burchard, Partner Nicole Köppen, Senior Associate, all Regulatory Dr Hermann Müller, Partner Dr Arno Görlitz, Associate, both Public Commercial Law Dr Martin Mohr, Partner Dr Olaf Thießen, Principal Counsel, both Tax Dr Alexandra Schluck-Amend, Partner Manuel Nann, Senior As­so­ci­ate Pit-Jo­hannes Wagner, Associate, all Restructuring Dr Andreas Hofelich, Partner Dr Mario Brungs, Counsel Dr Lena Pingen, Associate, all Em­ploy­ment/Pen­sions Dr Fritz von Hammerstein, Partner Jan Gröschel, Senior Associate Heike Weyer, Senior Associate, all Public Law Dr Stefan Voß, Partner Tamara Bux, Associate, both Real Estate Dr Sebastian Cording, Partner Martin Krause, Partner Dr Shaya Stender, Associate Joel Coché, Associate, all Commercial Dr Julia Runge, Principal Counsel, Finance Dr Michael Bauer, Part­ner Chris­toff Henrik Soltau, Partner Dr Robert Bodewig, Senior Associate Luisa Thomasberger, Associate, all Antitrust, Competition & Trade CMS UK Russel Hoare, Partner Sam De Silva, Part­ner Jean-Fran­cois Willems, Of Counsel Jennifer Louch, Senior As­so­ci­ate Max­imili­an Weaver, Senior Associate Louisa Mottaz, Associate CMS Luxembourg Angelique Eguether, Senior As­so­ci­ate Guil­laume Flagollet, Managing Associate Faegre Drinker Biddle & Reath LLP (USA) Mollie D. Sitkowski Inhouse at SEFE Securing Energy for Europe GmbH Dr Jörg Kammerer Jörn RimkePress Con­tact presse@cms-hs. com
14/03/2024
“Pre-branded” spare parts: CJEU has its say in Audi trade mark case
The Court of Justice of the European Union (CJEU) has given its ruling following a referral from the Regional Court of Warsaw, in a trade mark infringement claim brought by Audi (Audi AG v GQ, Case C-334/22)...
14/02/2024
CMS advises automotive supplier Webasto on sale of charging business to...
Cologne – Webasto, a leading global automotive supplier headquartered in Stockdorf near Munich, has sold a majority stake in its charging solutions business. The business includes charging cables, mobile chargers and wallboxes. The German company is one of the 100 largest suppliers to the automotive sector worldwide and will remain invested in the division as a minority shareholder. It intends to focus on its core business segments going forward. In 2022, Webasto took the strategic decision to seek an investor for the charging solutions business. The buyer is private equity firm Transom Capital Group, based in Los Angeles, USA. The two companies signed a purchase agreement on 7 February 2024. Further details of the transaction were not disclosed.A CMS team headed by lead partner Klaus Jäger advised Webasto on all legal aspects of the sale. The German CMS team worked closely with CMS teams from Mexico City and Beijing, as well as US law firms Miller & Martin PLLC and Locke Lord LLP. The sales process was highly complex, partly due to the fact that prior to the sale the unit in question needed to be restructured by taking appropriate action across a number of different jurisdictions. Webasto has relied on the expertise of CMS in the past, most recently when acquiring all the shares in Luxembourg company Carlex Glass. Established in 1901, automotive supplier Webasto focuses on roof systems and on vehicle electrification in its development, manufacturing and sales operations. The product range includes openable and fixed roofs, electric high-voltage heaters and batteries and thermo management solutions. Webasto’s customers range from manufacturers of passenger cars, commercial vehicles and boats to dealers and end customers. In 2022, the group generated sales of over EUR 4 billion and employed some 16,800 people across more than 50 locations worldwide. CMS Germany Klaus Jäger, Lead Part­ner Anna-Lena Löcherbach, Counsel Philipp Knopp, Senior As­so­ci­ate Domin­ic Zimmer, Associate Nina Fink, Associate, all Corporate/M&A Dr Angela Emmert, Partner Lennard Martin Lürwer, Counsel Marcel Heinen, Senior Associate, all Labor, Employment & Pensions Dr Sebastian Cording, Partner Lars Howe, Associate Dr Markus Kaulartz, Partner Dr Reemt Matthiesen, Partner, all TMC Dr Alexandra Schluck-Amend, Partner Manuel Nann, Senior As­so­ci­ate  Fran­ziska Fuchs, Senior Associate, all Restructuring and Insolvency Lars Eckhoff, Partner Dr Philipp Rohdenburg, Counsel, both Commercial Dr Dirk Smielick, Principal Counsel, Intellectual Property Dr Christian Scherer, Partner, Real Estate & Public Barbara Bayer, Counsel, Banking, Finance & Insurance Moritz Pottek, Counsel, Antitrust, Competition & Trade Dr Arne Burmester, Principal Counsel Conrad Gräwe, Legal Coordinator Romy Rosenhahn, Legal Co­ordin­at­or Stephanie Schulz, Legal Co­ordin­at­or Steven Washington, Legal Co­ordin­at­or Tag­rid Chahrour, Senior Legal Specialist Anke Clippingdale, Senior Legal Specialist Lisa Mattmann, Senior Legal Specialist Sarah Przybylski, Senior Legal Specialist Edris Trabzadah, Senior Legal Specialist Faraz Ahmad, Legal Specialist Jule Marie Holz, Legal Specialist Sofia Schreiner, Legal Spe­cial­ist Al­ex­an­der Stadahl, Legal Specialist, all Smart Operations CMS China Dr Falk Lichtenstein, Partner, Corporate/M&A CMS Mexico Giancarlo Schievenini, Partner, Corporate/M&A MILLER & MARTIN PLLC, Attorneys at Law, Atlanta, USA Mike Marshall, Partner Joe De Lisle, Partner Locke Lord LLP, Boston, USA Jonathan Young, PartnerPress Con­tact presse@cms-hs. com