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LAW ON LIMITED LIABILITY COMPANIES

In the area of limited liability company law, we advise and represent companies, managing directors, supervisory boards, and shareholders in all matters relating to the formation, restructuring, and dissolution of limited liability companies as well as the entry and exit of their shareholders.

Focal Points

Foundation, legal form

01 /

Preparation and design of articles of incorporation and by-laws

02 /

Preparation and design of shareholder agreements and participation agreements

03 /

Preparation and design of voting trust agreements

04 /

Creation and design of employee stock ownership plans (VSOP, ESOP) and stock option programs

Managing directors

01 /

Preparation and design of employment contracts for managing directors

02 /

Preparation and design of rules of procedure

03 /

Manager liability, D & O

04 /

Appointment and revocation of the managing director

Supervisory board, advisory board

01 /

Composition of the supervisory board or advisory board and formation of committees

02 /

Preparation and design of rules of procedure

03 /

Supervisory board or advisory board liability, D & O

Shareholders' meeting

01 /

Preparation and design of convocations of shareholders' meetings and agendas

02 /

Preparation and design of special audit requests

03 /

Preparation and assistance in conducting shareholders' meetings

04 /

Capital measures

Restructurings, transformations

01 /

Demerger, merger, change of legal form, and other measures under the German Transformation Act [Umwandlungsgesetz – UmwG]

02 /

Profit transfer and control agreements

Shareholders, rights to information, shareholder actions

01 /

Requests by a shareholder to convene a shareholders' meeting

02 /

Requests for additions to the agenda for a shareholders’ meeting

03 /

Representation of shareholders and assertion of information rights within and outside the shareholders' meeting

04 /

Advice and representation in lawsuits brought by shareholders: Information enforcement proceedings (§ 51 a, b of the German Act on Limited Liability Companies [GmbHG]), disputes concerning defects in resolutions, appointment of a special representative

Advice and representation in legal proceedings

01 /

Shareholders' actions (see above)

02 /

Actions by the managing director against their revocation

03 /

Actions for damages based on the liability of board members (managing director, advisory board, supervisory board)

04 /

Disputes in connection with a (post-contractual) non-competition clause for the managing director

05 /

Disputes in connection with the exclusion of shareholders

06 /

Actions for damages against managing directors and shareholders

Dissolution and liquidation