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STOCK CORPORATION LAW

In the area of stock corporation law, we advise and represent unlisted and listed stock corporations, boards of management, supervisory boards, founders, and shareholders on all issues relating to the formation, restructuring, and dissolution of stock corporations as well as the entry and exit of shareholders. In addition, we also focus on the review of shareholders’ compensation claims and legal issues in connection with company valuations.

Focal Points

Foundation, legal form

01 /

Choice of the right corporate form: Stock corporation and small stock corporation, Societas Europaea (SE), GmbH & Co. KGaA (Limited partnership, issuing shares, with a limited liability company as (normally limited) partner), SE & Co KGaA (Societas Europaea & partnership limited by shares)

02 /

Preparation and design of articles of incorporation and by-laws

03 /

Preparation and design of shareholder agreements and participation agreements

04 /

Preparation and design of voting trust agreements

05 /

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

Board of management

01 /

Preparation and design of employment contracts for members of the board of management

02 /

Preparation and design of rules of procedure

03 /

Manager liability, D & O

04 /

Revocation of the board of management

Supervisory board

01 /

Composition of the supervisory board and formation of committees

02 /

Preparation and design of rules of procedure

03 /

Compensation of the board of management

04 /

Supervisory board liability, D & O

05 /

Revocation of the supervisory board

General Meeting

01 /

Preparation and design of convocations of general meetings with agenda and resolution proposals

02 /

Preparation and design of special audit requests

03 /

Preparation and assistance in conducting general meetings for stock corporations

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

03 /

Squeeze-out

Shareholder, rights to information and shareholder actions

01 /

Requests to convene a general meeting of shareholders

02 /

Requests for additions to the agenda for a general meeting

03 /

Representation of shareholders at general meetings and assertion of rights to information and other shareholder rights at general meetings

04 /

Advice and representation in shareholder lawsuits: Information enforcement proceedings (Section 132 of the German Stock Corporation Act [AktG]), Disputes concerning defects in resolutions (Sections 241, 243 ff. AktG), Proceedings for the admission of a claim (Section 120 AktG), Proceedings for the conduct of a special audit (Section 142 (2) AktG), Proceedings for the appointment of a special representative (Section 147 (2) AktG), Actions for damages due to omitted or incorrect capital market information, Award proceedings to determine and control appropriate compensation in the event of structural measures and the withdrawal from the company (German Award Proceedings Act [SpruchG])

Advice and representation in legal proceedings

01 /

Shareholder lawsuits (see above)

02 /

Actions by the board of management against its revocation

03 /

Actions by the supervisory board against its revocation

04 /

Actions for damages based on the liability of board members (board of management and supervisory board)

05 /

Disputes in connection with a (post-contractual) non-competition clause for the board of management

06 /

Disputes in connection with the exclusion of shareholders

07 /

Claims for damages against shareholders

Dissolution and liquidation