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Restructuring, Corporate Rescue & Insolvency

In times of economic crisis, many companies are faced with uncertain business prospects: demand drops, while strong competitors take advantage of the situation to step up the pressure. Long-term financial commitments remain, but customers’ ability to pay becomes compromised. Fortunately, taking prompt action to address these challenges often enables looming problems – or even insolvency – to be avoided.

That is the primary objective of our advice: adopting a pragmatic approach to deliver sustainable solutions tailored to your specific needs.

Our long experience of advising in restructuring and insolvency scenarios enables us to provide dependable support throughout the restructuring process. Working closely with you and your other professional advisers as required, we develop a strategy to secure the future of your business.

In addition to advising distressed companies on how to avoid insolvency and in cases where insolvency is imminent, we also provide support during insolvency itself. The experience gained by our insolvency specialists as court-appointed insolvency administrators is particularly beneficial here. CMS Germany is extremely well positioned to handle restructuring and insolvency matters, not least due to the broad range of advice we provide, which enables close cooperation between specialists across all relevant legal fields and issues.

Relevant legal fields

Labor, Employment & Pensions

  • Deviant collective bargaining agreements in restructuring scenarios, “Pforzheimer” agreements, collective agreements on job security, company job-protection schemes, alterations to benefit commitments, reduced working hours and pay adjustments
  • Managing redundancies in a socially responsible manner, transitional solutions, transfer companies, qualification programmes
  • Outsourcing, focusing on core business, mergers and spin-offs under the Transformation Act [UmwG], business closure


  • Legal advice for companies whose business partners are facing a crisis
  • Contractual protection to cover business partner insolvency
  • Contract design, taking industry-specific aspects into account (e.g. automotive sector)
  • Securing and enforcing creditors' rights

Distressed M&A

  • Acquisition of companies in financial difficulties and after insolvency
  • Sale and purchase of distressed assets (distressed debts, distressed companies)


  • Restructuring of financing arrangements (repayment holidays, adjustment of terms, additional collateral)
  • Consequences of breaching financial covenants and the associated options plus other credit difficulties
  • Accessing additional sources of finance (e.g. factoring, leasing models, profit participation rights, bonds, state-funded development schemes)
  • Conversion of debt into equity capital (debt equity swaps)


  • Advice on possible courses of action when faced with insolvency
  • Helping executives and supervisory board members to avoid potential liability in crisis situations
  • Capital increases for companies in financial difficulties, shareholder contributions
  • Carve-out of operating units
  • Structuring of group finance (loans and collateralization within the group, physical and virtual cash pooling)
  • Mergers and spin-offs under the Transformation Act [UmwG]

Real Estate & Construction

  • Mobilisation of assets via sale and lease back
  • Increasing efficiency and cutting costs through strict property management (tenancy management, outsourcing, etc.)


  • Preparation for an orderly insolvency
  • Assessing the obligation to file for insolvency and grounds for doing so
  • Drawing up an insolvency plan
  • Self-administration
  • Enforcing the rights of creditors and creditor groups in insolvency proceedings, representation on creditor committees
  • Negotiating going-concern agreements with the insolvency administrator

Tax / Auditing

  • Maximising efficient use of losses when restructuring a group of companies
  • Tax-related aspects of financing during restructuring
  • Determining overindebtedness and assessing going-concern predictions
  • Valuation of company operations intended for sale

Our References

  • BBS | Rescue advice
  • Brochier | Advising the insolvency administrator during insolvency proceedings, including advice on a possible change of registered address
  • Burdale / Wachovia | Refinancing of the Rosenthal Group
  • Fresenius AG | Advice on corporate restructuring
  • Georg v. Opel GmbH | Advising sister companies, subsidiaries and management during insolvency
  • Hymer AG | Advice on internal group restructuring and on the proposed creation of a public limited company
  • Lehman Brothers | Insolvency administration of the German subsidiary, handling cross-border group insolvency proceedings
  • Lincoln Electric / Lincoln Smitweld | Advice on reorganisation of German subsidiaries and on business processes in Belgium
  • MAG Industrial Automation Systems | Restructuring advice relating to the group’s German companies
  • Schefenacker Group | Finance and corporate law restructuring advice
  • TXU | Insolvency law and rescue-related advice provided to a subsidiary
  • US steel producer | Advice on reorganisation of German subsidiaries and divisions in preparation for the sale of various equity interests
  • WCM | Insolvency administration, sale of several group companies

Führende Kanzlei für Insolvenzrecht: „Beim Insolvenzrecht zieht CMS Deutschland auf und davon – Die Großkanzlei erhält sieben Empfehlungen und liegt damit auf dem Spitzenplatz“

Kanzleimonitor 2020/2021
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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
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CMS supports on successful closing of the acquisition of the real,- Group...
Dusseldorf - The acquisition of the entire real,- Group department store chain from Metro AG by SCP Group S.à r.l. was successfully completed on 25 June. With the closing of the transaction, SCP takes...
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Frankfurt/Main – Danish textile company Kvadrat A/S has acquired long-established firm SAHCO Hesslein GmbH & Co. KG out of insolvency. The Scandinavian group is aiming to boost its international presence...