Publications

The CMS Corporate/M&A Group is pleased to launch the 16th edition of the European M&A Study

The Act to Modernise Partnership Law (MoPeG) has been in effect since 1 January 2024 and introduces a number of changes. This “once-in-a-cen­tury” reform makes extensive changes to German partnership law, large parts of which are more than 100 years old. Accordingly, Dr Daniel Otte and Christin Fischer, partner and senior associate in the Corporate/M&A practice respectively, analyse what the new partnership law involves, whether every civil law partnership (GbR) must be entered in the new company register and what changes this will mean for litigation involving partnerships.

Despite geopolitical tensions, fears of recession and strong inflationary pressures across the EU, as well as the fiscal tightening needed to contain them, M&A in the CEE region has remained reasonably buoyant. Findings from the CMS Emer­ging Europe M&A 2023/24 report, published in cooperation with EMIS, demonstrate the resilience of the Emerging Europe deals market as activity holds firm against a backdrop of geopolitical tensions and strong inflationary pressures. Welcome to the 2023/24 edition of the Emerging Europe report.

Having taken a closer look at the exit of a partner two podcasts ago, this time we want to talk about the severance payment to be paid after a partner leaves the company. What price is there to pay when a partner leaves? Can the severance payment be reduced? And what happens if the company becomes insolvent after the partner’s exit? Dr Daniel Otte and Christin Fischer answer these and many other interesting questions in today’s podcast.

As the world economy increasingly embraces the push towards decarbonisation, Europe has actively sought to place itself at the vanguard of the discussion on energy trans­ition. Op­por­tun­it­ies to deploy capital abound as power sources switch further towards offshore and onshore wind, solar, heat, hydrogen, battery storage, new networks, carbon capture, and industrial decarbonisation. The latter brings an interface with other sectors such as technology companies (with power hungry data centres a particular focus), real estate, low carbon transport and decarbonisation of industrial processes such as cement, glass and steel production. As much as it is difficult, complex and highly political, the energy transition is also a huge business opportunity. To reach net zero by 2050, the International Energy Agency (IEA) estimates that global investment in clean energy alone will need to increase from the USD390bn in the first half of 2023, to USD 1.3tn in 2030. Many commentators worried that Russia’s invasion of Ukraine would put back the transition and shift Europe back towards fossil fuels. While it appears to have resulted in a renewed political focus on energy security it has also laid bare the financial and political consequences of relying on oil & gas imports, giving further impetus to renewables as a secure form of energy. Europe has also sought to be a leading light on the concept of “reaching net zero”, with the European Union (EU) having set out its ambition, back in 2019, to become the world’s first major economic bloc to be climate-neutral by 2050. This has added momentum to energy investment and M&A over recent years – 2021 and 2022 saw the second and third highest annual aggregate values of Western European M&A in the sector on record, at USD 59.8bn and USD 53.7bn, respectively, bested only by the anomalously high total of USD 89.4bn logged in 2018. Energy M&A in the region has been more subdued in 2023, but our survey demonstrates that energy executives are gearing up for a more active dealmaking period, with most expecting more opportunities and anticipating increased levels of investment in the year ahead. Capital looks set to continue to flow primarily to renewable energy projects and related assets, with solar and batteries topping the list of attractive subsectors among our respondents. Consistent with this, South West Europe takes pole position as the most promising region for investment opportunities. But there are thorns among the roses. Our respondents are cognizant of the challenges in the energy market, with supply-chain volatility and commodity price increases emerging as a prominent concern. This is unsurprising after a period of dislocation following the pandemic and amid a time of rising global demand for renewable products and commodities. Persistent inflation and elevated interest rates, combined with an uncertain macroeconomic outlook, are raising investors’ concerns, with financing risk (including the increased cost of financing) also coming to the fore for respondents. Overall, while some sense a recent softening of the market due to these fundamentals, our survey paints a picture of steadily improving investor sentiment in Europe’s energy sector, laying the foundations for a busier period ahead for M&A activity.

To be or not to be a shareholder – that is the question in this case. In today’s “Update Gesell­schaft­s­recht” podcast, Dr Daniel Otte and Christin Fischer look at how to manage the exit of a shareholder in the event of disagreements, how to exit a company oneself, and the related legal provisions. You can also find out what put and call options are, and how to play “Russian roulette” in corporate law. Have a listen.

We are pleased to share with you the 2024 edition of the European M&A Outlook, published by CMS in association with Mergermarket.

The state of the real estate transaction market in Europe The new CMS European Real Estate Deal Point Study 2023 now includes more than 2,500 transactions. Compiling the study involved comparing all the transactions on which we advised in the period 2010 to 2022, enabling us to highlight developments and trends in the real estate market. The market response to our study indicates that over the years it has repeatedly proved to be a valuable tool when preparing for contract negotiations. CMS’ analysis of the real estate market in 2022 revealed the following key trends

Advisory boards are playing an increasingly important role in the business world. They offer family-owned firms in particular an additional level of expertise and support. Reason enough for Christin Fischer and Dr Daniel Otte to make advisory boards the subject of a new “Update Gesell­schaft­s­recht” podcast. They cover questions such as which types of company might find an advisory board useful, what advisory boards are permitted to do, and how to challenge the decisions of an advisory board.

In the latest “Update Gesell­schaft­s­recht” podcast, CMS partner Dr Daniel Otte speaks with Dr Timm Mittelsten Scheid, shareholder and member of the advisory board of Vorwerk SE & Co. KG, about the development and role of the advisory board in the Vorwerk Group. The podcast examines how the advisory board was created to deal with the aftermath of a family incident, and how it has evolved into a body that is actively involved in the group’s business affairs. The podcast deals with the structure of the advisory board, its wide-ranging duties beyond simply giving advice and the challenges posed by choosing its members. This discussion is an excellent follow-on to the previous podcast, in which Dr Daniel Otte and Christin Fischer addressed the legal basis for setting up advisory boards in family-owned businesses.

In our Update Gesell­schaft­s­recht, we deal with several topics of German corporate law. We discuss corporate structuring, the latest case law and relevant legal disputes relating to German corporate law.

Decision-makers and executives bear great responsibility within a company and make important decisions every day. Accordingly, directors face a substantial risk of liability. Good insurance cover is thus highly important. In our new “Update Corporate Law” podcast, Dr Daniel Otte from the Corporate practice and Dr Alexander Hoffmann, an expert on insurance law, look at all the key issues around D&O insurance: Who benefits from D&O insurance and who takes out this type of policy? What does the claims-made principle involve? And should every director have D&O insurance?