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Corporate / M&A

Germany

Advising on corporate law – the challenges for future-oriented companies

Digital transformation and shifts in world trade require unprecedented flexibility from companies. Our Corporate/M&A practice is focused on helping them meet the challenges of today’s business world through optimal corporate structures and strategically smart transactions. 

From company formation to corporate succession

Corporate law is a core activity at CMS – with more than 180 lawyers across eight locations, we have the largest corporate law team in Germany.

Our Corporate/M&A team assists you in creating structures within your organisation or corporate group that allow you to act with confidence and avoid liability risks.

Our experts on corporate law can advise you and your business from formation through to developing a corporate succession solution. We advise on corporate transactions as well as on mergers and restructurings. For investors, we develop tailored equity models that take account of the subsequent exit strategy. Our lawyers handle the preparations for your shareholder meeting and settle shareholder disputes via proven dispute resolution methods.

Our Corporate/M&A practice includes the following main areas: 

Tailor-made advice on corporate law with strong partner involvement worldwide

We offer a seamless cross-border service with strong partner involvement. The size and international presence of CMS enable us to provide the right advisors for every matter, whether you need an experienced lawyer with specific industry expertise as your day-to-day contact or a larger team to handle an M&A transaction.

Where complex legal issues are involved, such as when restructuring companies, we bring together experts from corporate law, tax law and other areas to develop a bespoke solution for your business. The same Corporate/M&A partner always remains your point of contact, continues to coordinate the project and is personally responsible for the matter. Personal service and maximum client confidence are thus ensured throughout. 

Comprehensive knowledge, a long track record and in-depth industry expertise are all hallmarks of our service.

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"They are extremely responsive, very smart and very pragmatic," […] "of consistent high quality." (client)

Chambers Europe, 2020

"Strong stock corporation law practice, increasingly close ties to DAX companies."

JUVE German Commercial Law Firms 2019 (GCLF)

Germany M&A Legal Adviser of the Year

Mergermarket 2018

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    Distressed M&A

    Distressed M&A is a major focus within the CMS M&A practice group. With around 250 lawyers specialising in M&A in Germany alone, we offer M&A advice that combines strong legal expertise and analytical skills with a wealth of practical insights and industry experience.

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    International Group Structures

    Corporate groups with an international structure need to comply with the laws of multiple countries. Having international operations involves special legal requirements, especially in the case of multi-level structures. With international group structures, the question often arises as to the legal form to choose for the individual group companies. An increasingly popular option is the Societas Europaea (SE), which makes the international nature of the business immediately visible.

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    Mergers & Acquisitions

    M&A transactions are the focus of CMS’s corporate law work. With around 180 lawyers, our firm offers M&A advice that combines solid legal expertise and experience with insider industry knowledge.

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    Public takeovers

    The German Securities Acquisition and Takeover Act (WpÜG) sets a tight legal framework for public takeovers of listed companies. Bidders and targets must adhere strictly to the detailed requirements of the WpÜG when planning and executing each of the steps in the transaction. Our support enables you to bring a takeover to a successful conclusion.

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    Stock Corporation Law

    Our lawyers specialising in stock corporation law provide support for stock corporations and their executive bodies, enabling them to act with confidence and avoid liability risks against a backdrop of increasing information complexity. We help members of management boards and supervisory boards as well as other officers of listed companies to identify what are in some cases existential risks for the company in relation to corporate governance and compliance. We also assist in managing risk efficiently by way of appropriate internal structures.

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    Structuring under corporate law

    Good corporate governance requires proper structuring of the entity’s legal framework. The company’s articles of association must be appropriate for its ownership structure. In a constantly changing market environment, companies are also repeatedly faced with the need to change their internal structures by adopting a new corporate form.

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    March 2020
    CMS European M&A Study 2020
    The CMS Cor­por­ate/M&A is pleased to launch the twelfth edi­tion of the European M&A Study 340560ht­tps://me­dia.cmsleg­al.com/me­dia/em­bed?key=086f8db36f27b2981c8e1c6c7ad1bd94&unique_key=60216ff7a0fa8823bca8ae­deeca3ed0a&width=720&height=405&auto­play=false&auto­light­soff=false&loop=false&chapters=false&re­lated=false&re­spons­ive=false&cleanfalsefalsefalseeznode://563896This year’s Study cov­ers 466 share and as­set deals on which CMS in Europe ad­vised in 2019. Des­pite the slow­down in the European M&A mar­ket in 2019, af­fected by polit­ic­al and eco­nom­ic un­cer­tainty, CMS still man­aged to in­crease the num­ber of deals for the third con­sec­ut­ive year ad­vising on more deals than any oth­er law firm in Europe.The Study demon­strates the con­tinu­ation of ex­ist­ing mar­ket trends across Europe, par­tic­u­larly “seller-friendly” pro­vi­sions and war­ranty and in­dem­nity in­sur­ance (W&I) as a re­place­ment for or an ad­di­tion to war­ranty cov­er­age by sellers. We con­tin­ue to see marked dif­fer­ences to the US ap­proach to risk al­loc­a­tion which is gen­er­ally more fa­vour­able to buy­ers. Oth­er­wise mar­ket prac­tice has re­mained broadly un­changed over the last five years, par­tic­u­larly as re­gards pro­vi­sions ca­ter­ing for pur­chase price ad­just­ments, the ap­plic­a­tion of locked box struc­tures, li­ab­il­ity caps, earn-outs and se­cur­ity for claims.The key find­ings of the 2020 Study in­clude:Up­ward trend of leg­al tech­no­logy tools – AI and doc­u­ment auto­ma­tion were used in nu­mer­ous of the re­viewed trans­ac­tions, of­ten lead­ing to sig­ni­fic­ant cost sav­ings.Rise in pop­ular­ity of War­ranty & In­dem­nity (W&I) in­sur­ance – up by 2% to 19% of all deals but used in al­most half of deals val­ued over EUR 100m.Gradu­al de­cline of pur­chase price ad­just­ments (PPAs) – in 45% of all deals, up one-per­cent­age point from the pre­vi­ous year, but sig­ni­fic­antly be­hind the av­er­age level for the pre­vi­ous three years.Up­ward trend of locked box struc­tures con­tin­ues – in 56% of deals with no PPA, high­light­ing parties’ wish for as much cer­tainty as pos­sible.de min­imis and bas­ket pro­vi­sions be­com­ing the mar­ket norm – now ap­ply­ing in ma­jor­ity (73% and 66% re­spect­ively) of trans­ac­tions, most likely re­flect­ing the in­creas­ing use of W&I in­sur­ance.Li­ab­il­ity caps de­term­ined by deal size and W&I in­sur­ance – over­all cap in smal­ler deals most likely to be full pur­chase price, com­pared to only 10-25% for lar­ger deals. Ad­di­tion­ally, al­most half (45%) of W&I deals have caps of less than 10% of the pur­chase price, com­pared to only 10% of non-W&I deals.In ana­lys­ing the 2019 mar­ket, we re­port on cur­rent mar­ket stand­ards on risk al­loc­a­tion in M&A deals, com­par­ing 2019 against 2018 and the pre­vi­ous nine-year av­er­age for 2010–2018.The spe­cial fea­tures of this Study are as fol­lows:CMS Trend In­dex – we provide a CMS Trend In­dex to il­lus­trate a cur­rent fact or trend for the par­tic­u­lar fea­ture re­por­ted on, com­par­ing the po­s­i­tion in 2019 with that of 2018 and / or the nine-year peri­od 2010 – 2018.CMS European / US risk al­loc­a­tion com­par­is­on – we provide a head­line ana­lys­is of the dif­fer­ing risk al­loc­a­tion on stand­ard is­sues in European and US M&A.CMS European re­gion­al dif­fer­ences – we high­light cer­tain is­sues which are par­tic­u­lar to one or more of the six European re­gions covered.CMS deal size ana­lys­is – we ana­lysed our data against three dif­fer­ent deal val­ues: firstly, deals up to EUR 25m; secondly, deals in a value range of EUR 25m to EUR 100m; and thirdly, deals ex­ceed­ing EUR 100m.We hope the CMS European M&A Study 2020 will again be a use­ful guide for you in a more and more chal­len­ging in­vest­ment cli­mate. ht­tps://form.jot­form.com/200762066370349340560lefttrue 

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    06/08/2020
    CMS ad­vises Nor­dex on the po­ten­tial sale of Nor­dex's European wind and...
    An in­ter­na­tion­al team led by the part­ners Dr Hilke Her­chen, Dr Eck­art Gott­schalk (both CMS Ger­many) and Al­ex­an­dre Mo­rel (CMS France) ad­vised Nor­dex on all leg­al as­pects of the po­ten­tial sale. Such leg­al ad­vice in­cluded inter alia the struc­tur­ing of the tr
    12 May 2020
    CMS Ex­pert Guide for dir­ect­ors of com­pan­ies
    21 October 2020
    Ger­man Private Equity and Ven­ture Cap­it­al Break­fast 2020
    CMS Ger­many and Ped­er­sen & Part­ners in­vite you to the sixth an­nu­al Ger­man Private Equity Break­fast. The pur­pose of this event is to bring to­geth­er in­vest­ment pro­fes­sion­als to dis­cuss and share ex­per­i­ences and com­ments re­gard­ing the cur­rent in­dustry cli­mat
    21 July 2020
    EU Gen­er­al Court is­sues rul­ing in CK Tele­coms (case T-399/16)
    The Gen­er­al Court cla­ri­fies the leg­al test for non-co­ordin­ated ef­fects in oli­go­poly cases On 28 May 2020, in a land­mark judg­ment the Gen­er­al Court of the European Uni­on an­nulled the European Com­mis­sion's...
    06/08/2020
    One of the largest bi­otech fin­an­cing rounds in Ger­many in re­cent years:...
    A CMS team headed by lead part­ner Stefan-Ul­rich Müller ad­vised T-knife on all leg­al as­pects of the Series A fin­an­cing. CMS’s Mu­nich-based ven­ture cap­it­al and life sci­ences team has been ad­vising the bi­otech start-up on all leg­al mat­ters since its seed fin
    08 April 2020
    CMS Ex­pert Guide to state aid in the EU dur­ing coronavir­us crisis
    Any busi­ness in the world could be af­fected by the coronavir­us (COV­ID-19) pan­dem­ic. For many, ur­gent meas­ures need to be taken to avoid ser­i­ous fin­an­cial con­sequences as a res­ult of these chal­len­ging and un­pre­ced­en­ted times. Against this back­drop, gov­ern­ments are in­tro­du­cing new meas­ures to provide dir­ect fin­an­cial and non-fin­an­cial sup­port to busi­nesses of all sizes. Any such meas­ures need to com­ply with EU State Aid law and many will re­quire ap­prov­al by the EU Com­mis­sion.
    16 July 2020
    Do earn-out clauses help with M&A trans­ac­tions in­flu­enced by COV­ID-19?
    In times of COV­ID-19, many trans­ac­tions are dif­fi­cult to ne­go­ti­ate, par­tic­u­larly when it comes to the pur­chase price. Can earn-out clauses be of any help? This is a ques­tion that needs to be answered...
    04/08/2020
    CMS ad­vises Frank­furt-based di­git­al start-up Qual­i­fyze on new fin­an­cing...
    Qual­i­fyze, a Frank­furt-based di­git­al start-up com­pany, has re­ceived new cap­it­al of Euro 3.2 mil­lion in a fur­ther fin­an­cing round for the fur­ther de­vel­op­ment of its cer­ti­fic­a­tion plat­form in the health­care sec­tor. A CMS team from the firm’s Frank­furt offic
    26 March 2020
    CMS Ex­pert Guide to sta­bil­isa­tion and re­struc­tur­ing ini­ti­at­ive
    09 April 2020
    Ger­man re­lief law of­fers fa­cil­it­a­tion for An­nu­al Gen­er­al Meet­ings
    The Ger­man le­gis­lat­or fa­cil­it­ates the hold­ing of AGMs aim­ing to main­tain a com­pany's ca­pa­city to act des­pite the crisis The C19-Aus­wBekG provides for the fol­low­ing fa­cil­it­a­tions: Vir­tu­al AGM Even without...
    31/07/2020
    CMS ad­vises share­hold­ers of IT ser­vice pro­viders com­mehr and work­bees on...
    The founders of Ber­lin IT ser­vice pro­viders com­mehr GmbH and work­bees GmbH have sold the ma­jor­ity of their shares to Borken-based IT sys­tem in­teg­rat­or net­go Un­ternehmens­gruppe GmbH. A CMS team led by Dr Jörg Zätz­sch and Jesko No­bil­ing ad­vised the sellers
    05 November 2018
    CMS Ex­pert Guide to the trans­par­ency re­gister in AML dir­ect­ive
    Are you look­ing for in­form­a­tion on the trans­par­ency re­gister in the 4th AML dir­ect­ive? Learn everything about it in this CMS Ex­pert Guide.