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Stock Corporation Law and Corporate Governance

Germany

Stock corporations need clearly defined internal processes in order to comply with their legal obligations and meet capital market expectations. Directors, supervisory board members and other management staff must identify risks related to corporate governance and compliance and create appropriate structures. These risks can threaten the very existence of the company in some cases. As such, business projects and events need to be assessed in terms of their legal significance and pitfalls avoided.

As information becomes ever more complex, we help you to act objectively, safely and avoid liability risks.

Range of services

  • Preparing and holding shareholders' meetings
  • Corporate governance advice
    • Designing articles of association, internal regulations, reporting and information systems
    • Appointing, dismissing and remunerating members of corporate organs
    • Advising management and/or supervisory boards in special situations (e.g. on takeover offers and IPOs)
    • Representing members of corporate organs or the company in liability issues
    • Advice on D&O insurance matters
    • Corporate governance check and review of supervisory board efficiency
  • Corporate action
    • Preparing and implementing capital increases and corporate actions for rescue/recapitalisation and restructuring
    • Issuing convertible bonds or bonds with warrants, profit-sharing rights and other hybrid financial instruments
  • Public takeovers and PIPE transactions
  • Compliance relating to capital markets law (e.g. insider guidelines, ad hoc notices, matters involving publication of shareholdings and voting rights)
  • Employee profit-sharing schemes
  • Co-determination in stock corporations and European companies (Societas Europaea)
  • Mounting legal challenges and bringing nullity lawsuits, release proceedings, special administrative proceedings and shareholder lawsuits

Focus

A team of experts on stock corporation law and capital markets law provides support for listed and unlisted stock corporations, their corporate organs and major shareholders in fulfilling all their duties under company and capital markets law.

Our Corporate Governance Competence Center has wide-ranging expertise in advising members of corporate organs on legal and strategic matters and designing corporate governance structures. We offer dependable legal advice plus personal experience of serving on and supporting supervisory bodies, backed by efficient client service with strong partner involvement.

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Clients praise the straightforward approach […]. Strong stock corporation law practice, increasingly close ties to DAX companies.

JUVE German Commercial Law Firms 2017 (GCLF)

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