Dr. Tino Sekera-Terplan

Partner | admitted to bar since 2003 | Certified Specialist Lawyer for Commercial and Corporate Law

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Languages: German, English

Specialities

  • Stock corporation law, corporate law, conversion law, mergers & acquisitions, private equity, venture capital, start-up consultancy, compliance, reorganization of undertakings
  • Capital market oriented corporate law, capital markets law
  • Conduct of litigation before state courts and arbitration proceedings as well as alternative dispute settlement. In this context, Mr Sekera-Terplan represents shareholders, companies, managing directors, board and supervisory board members, active investors and private particulars. Mr Sekera-Terplan’s specialty is the conduct of corporate litigation, as for example in proceedings for the contestation of resolutions, award proceedings (including as a joint representative appointed by the court), special review proceedings, disputes among shareholders, and proceedings concerning the liability of executive organs (including D & O liability proceedings) as well as litigation under capital markets law. In addition, Mr Sekera-Terplan regularly conducts lawsuits under partnership law, labour law, tenancy law, commercial law, distribution law and tort.

Studies and practical activity

  • Ludwig Maximilian University of Munich
  • Yale University, New Haven (USA)
  • Postgraduate legal traineeship in Munich and at law firms in Los Angeles (2000) und Bangkok (2002)
  • From 2003 lawyer at two law firms focusing on economic law in Munich
  • Since 2013 at Kempter, Gierlinger und Partner Rechtsanwälte mbB, Munich

Selected mandates

Mergers & acquisitions, private equity, venture capital, restructuring, start-up consultancy, withdrawal of shareholders:

  • Advice and representation of a private equity financial investor within the scope of a round of financing when buying an industrial equity holding in a major medium-sized corporation and during the later sale (“exit”)
  • Advice and representation of a company from the IT sector when buying a medium-sized enterprise
  • Advice and representation of a company for the acquisition of an interest through venture-capital funds
  • Advice to a medium-scale entrepreneur for the reorganisation of his company and the setting up of a group structure
  • Advice to company founders on starting up a corporation (e.g. in the areas of e-commerce and so-called applications (“apps”), including consultancy in trademark law
  • Advice to a medium-sized enterprise for the foundation of a foreign subsidiary
  • Advice and representation of different free lancers (architects, physicians, lawyers, engineers, patent lawyers) in connection with the withdrawal of co-partners or –shareholders (above all with respect to the effectiveness and adequacy of money compensation arrangements), in connection with the inclusion of new partners or shareholders as well as the setting up of shareholder or partner structures; likewise, advice and representation of diverse free lancers when joining/leaving law firms, practices or other cooperation forms

Stock corporation law, capital market oriented corporate law, general meetings of shareholders, executive body liability:

  • Ongoing advise to stock corporations in all issues relating to stock corporation law, including the preparation and conduct of general meetings of shareholders
  • Advice and representation of a stock corporation on the assertion of claims for damages against members of executive bodies
  • Advice to a company for the drafting of a stock option plan (so-called phantom stocks for employees)
  • Advice and representation of active investors at the general meeting of shareholders of a stock-exchange listed stock corporation by exercising the right to put questions as well for the successful implementation of a special review request filed during the general meeting of shareholders
  • Advice and representation of shareholders for the contestation of resolutions passed by the general meeting of shareholders on capital measures, conversions, squeeze-out, elections to the supervisory board, appropriation of profits, discharge, and contestation of a resolution on the withdrawal of confidence from a board member
  • Representation of so-called outside shareholders as their joint representative appointed by the Regional Court (Landgericht) (Section 6 Award Proceedings Act (Spruchverfahrensgesetz – SpruchG)), e.g. in the context of a merger of two real-estate companies in order to review the adequacy of the conversion ratio, and in the context of a squeeze-out of a stock corporation from the food sector in order to review the adequacy of the cash compensation
  • Advice and representation of shareholders in judicial special review procedures against a stock corporation (Section 142 (2) Stock Corporation Law (Aktiengesetz – AktG)
  • Advice and representation of managing directors, board members and advisory board members in connection with executive body liability issues
  • Advice to an associated company in connection with a supplement to the agenda of a DAX-30 group

Capital markets law and advisor’s liability:

  • Ongoing advice and representation of investors against financial services companies because of failed equity participation
  • Representation of investors in connection with failed mezzanine financing (so-called mezzanine loans) against issuers and with respect to so-called foreign currency loans (in Swiss francs)
  • Representation of a shareholder against a request for implementation of a squeeze-out under the Securities Acquisition and Takeover Act (Section 39a (Wertpapiererwerbs- und Übernahmegesetz – WpÜG))
  • Advice to an issuer in connection with the issuance of a convertible bond
  • Advice and representation of an investor because of so-called churning against a securities trading company
  • Advice and representation of a financial service company against the assertion of claims for damages owing to erroneous advice in connection with the purchase of a life insurance

Individual labour law:

  • Ongoing advice and representation of medium-sized companies for the drafting of employment contracts, adhortatory letters, notices of termination as well as for the conduct of disputes under individual labour law (e.g. proceedings for the protection against dismissal, ascertainment of status)
  • Advice and representation of an executive employee in connection with accusations in compliance matters
  • Advice to a company on the prerequisites and consequences of a transfer of undertakings

Commercial and distribution law, tort:

  • Advice and representation of a medium-sized enterprise against the assertion of claims for adjustment according to Section 89 b of the Commercial Code (Handelsgesetzbuch – HGB)
  • Regular advice and representation of different medium-sized enterprises for the drafting of commercial agency agreements, dealer’s contracts, franchise, cooperation and marketing agreements
  • Regular advice and representation of medium-sized enterprises for the enforcement and/or defence of claims (for damages).