Structural and integration measures, group law and corporate litigation
From structural measures to litigation – we accompany you safely through every phase of your company.
Structural decisions require precision, certainty and assertiveness – we can assist you with implementing changes smoothly and with legal certainty.
Whether it is a squeeze-out or merger: we can help you to draw up and assist you – with our deep understanding of legal, economic and strategic contexts – with structural measures efficiently and in a conflict-proof manner.
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"Squeeze-outs and mergers are complex projects that can only succeed with precise planning and seamless legal advice."
Partner
Dr Martina Schmid – Partner for stock corporation and capital markets law | CMS -
"Structural changes determine value – and require foresight, experience and precision."
Partner
Dr Petra Schaffner – Partner for capital markets and partnership law | CMS
Our range of advisory services on structural and integration measures
- Preparing and implementing structural and integration measures of all kinds
- Squeeze-out (squeeze-out of minority shareholders under stock corporation, merger or takeover law):
- Preparing the squeeze-out, detailed and customised schedule and action plan
- Preparing the transfer request and the transfer report
- Coordinating with the party expert and court-appointed examiner
- Preparing the complete general meeting documentation, including the invitation, guidelines and special guidelines for the chair of the meeting
- Drawing up and coordinating Q&A catalogues
- Providing podium assistance and back-office support by lawyers with experience in general meetings
- Assisting with submitting the application for notification of the squeeze-out to be entered in the commercial register
- Providing advice and representation in potential proceedings against the squeeze-out resolution of the general meeting and in approval proceedings
- Providing advice and representation in possible shareholder actions to determine the reasonable cash compensation
- Transformation measure: Providing advice on (cross-border) mergers and demergers as well as changes of legal form
- Implementing and optimising group structures as well as drafting and advising on inter-company agreements, in particular control and profit transfer agreements
- Drawing up Holzmüller/Gelatine opinions
Group law
Groups, especially those with companies in the legal form of an AG, SE or KGaA, place special legal requirements on their companies and executive boards.
Whether de facto or contractual groups: we can assist you with creating and implementing group structures so that your group is legally compliant in all respects. Our team can identify the complex rights and obligations within the group and develop tailor-made solutions for optimal group organisation.
"The optimal group structure lays the foundation for leveraging synergies and minimising risks."
Dr. Petra Schaffner
Partner
Partner for capital markets and partnership law | CMS
Our range of advisory services on group law
- Establishing and drawing up contractual or de facto group relationships
- Securing legal obligations and rights within the group
- Drafting of control and profit and loss transfer agreements and other inter-company agreements with legal certainty
Corporate litigation – Strength in disputes
In disputes, we can represent you competently, for example in avoidance actions and actions for annulment as well as approval proceedings and shareholder actions. With a strategic eye and many years of forensic experience, we can minimise the risks of delay and the cost risks and guide your company confidently through any type of corporate law dispute.
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"In disputes, we are strategic partners – with experience, assertiveness and procedural precision."
Partner
Dr Karsten Heider – Partner for stock corporation and capital markets law | CMS -
"Whether it is an avoidance action or approval proceedings – we stand for legal clarity in turbulent times."
Partner
Dr Martina Schmid – Partner for stock corporation and capital markets law | CMS
Our range of advisory services on litigation in corporate law
- Providing advice and representation in corporate law disputes, in particular with regard to
- avoidance actions and actions for annulment,
- approval proceedings,
- shareholders' actions,
- special audit procedures,
- proceedings to obtain information and
- D&O liability actions
Whether you have initial questions or a complex project – we will set aside time for you and assist you with all of your legal, interdisciplinary issues, whether these are of a national or international nature.
Arrange a meeting with our experts.
Our main areas of expertise in stock corporation and capital markets law
General meetings
Corporate governance – Management board and supervisory board
Capital measures and share buyback programmes
Public M&A, defence, shareholder activism and short attacks
Capital markets law compliance
Remuneration of board members and employee incentive plans
Delisting & going private
Transactions under stock corporation law
Visit our CMS blog for important specialist and background information
Legal experts for Structural and integration measures, group law and corporate litigation
Local market knowledge. Global outlook
We provide future-facing legal advice to help your organisation thrive. Combining local market knowledge and a global perspective, and with lawyers in locations worldwide, your organisation benefits from the expertise it needs, even across borders.
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