Benefit from our multidisciplinary consulting approach in distribution and commercial law. We are happy to support you in all contractual and civil law matters as well as in all questions concerning commercial law, trademark & licensing law as well as distribution antitrust law and in disputes.
You want to set up new distribution structures or optimise your structures?
We advise on all forms of distribution of your goods and services, including commercial and commission agents, authorised dealers and franchises. Our areas of expertise include, for example:
- Advice on the advantages and disadvantages of different distribution models and structures,
- (Re)structuring and implementation of national and international distribution systems, agreements on conditions and bonuses, selective and exclusive distribution systems as well as shop-in-shop concepts,
- Direct distribution in online and offline retail, including stationary (retail) trade, e-commerce and special forms such as multi-level marketing and influencer marketing,
- Termination and winding-up, conversion or transition of any and all types of distribution agreements.
Is a dispute imminent or are you already in court?
We support and represent you in all phases of dispute avoidance, preparation and resolution of disputes concerning distribution law. This includes, in particular:
- Settling out-of-court and amicably,
- Analysing your opportunities and risks as well as the developing a clear recommendation for your next steps,
- Joint Developing pragmatic dispute resolution strategies and interest-based negotiation approaches together.
Should a dispute be unavoidable, we represent your interests in proceedings before state courts and arbitral tribunals - with convincing arguments and litigation tactics individually tailored to your needs.
You have questions about e-commerce?
Our team is familiar with the countless special rules complicating the digital movement of goods. Among other things, we advise on the following topics:
- Advice on your internet presence, if applicable including online shop, in consideration of the requirements of the regulations governing e-commerce, in particular duties to inform and rights of revocation, data protection and the law governing general terms and conditions,
- Design, operation and access to more complex multi stakeholders B2C and B2B platforms, in particular with respect to EU and German platform regulation such as the EU Digital Services Act,
- Cross-border e-commerce, especially geo-blocking,
- Social & mobile commerce,
- E-payment systems and payment procedures,
- Customer loyalty programmes,
- Online advertising and marketing, including newsletters and “online tracking”.
You have an invention or a clever business idea and are looking for strong partners with whom you can bring it to success?
In this case, you might want to consider growing by way of cooperations like brand, product, technology or know-how licences, so that you can gain new markets and customers more quickly. Alternatively, you could provide your partners with a complete package of everything they need to get started and conquer the market faster by way of a franchise.
On the other hand, if you lack impulses for your company, you can benefit from the inspiration and ideas of third parties!
We have extensive experience with all kinds of such cooperations using own ideas, rights and knowledge, or that of third parties. Here, we advise you:
- On the drafting and negotiation of licence agreements for e.g. trademarks, patents, utility models, etc.,
- On protecting your know-how, your business model, and your employee and customer base when licensees and distributors are involved in your business,
- When you set up a franchise system or join one as a franchise partner.
You want to distribute via commercial agents or terminate commercial agency agreements?
Our commercial law experts specialise in the following areas:
- Drafting of (international) commercial agency agreements,
- Defence of claims to provide book experts, to pay commission and/or compensation,
- Termination of commercial agency agreements.
You want to be sure that your distribution system complies with antitrust law? You have trouble with a competitor?
We offer comprehensive legal advice on all distribution antitrust law matters and antitrust platform regulation (e.g. EU Digital Markets Act). You benefit from our many years of experience in drafting distribution, supply and platform agreements in compliance with antitrust law. We also support you in enforcing your rights in the case of violations of antitrust law or in defending against unjustified claims.
Among other things, we advise on the following topics:
- Design of distribution systems in compliance with antitrust law, e.g. selective distribution, exclusive distribution, franchise systems, and platform structures in the B2B and B2C sectors,
- Review and drafting of contractual clauses such as non-compete clauses, customer protection clauses or exclusive provisions,
- Advice and representation in investigations by the antitrust authorities and in antitrust proceedings before the EU Commission or the German Federal Cartel Office,
- Advice and representation before civil courts, including actions for damages or claims to injunctive relief and supply.
Consulting focus of the team in the field of distribution law:
- Dr. Anna-Gesine Lock: distribution law disputes - both in and out of court, in particular defence of commercial agents’ compensation claims and commission claims, supply chain issues, strategic advice on disputes.
- Dr. Daniel Dohrn: antitrust law with a focus on, structuring distribution systems and antitrust platform regulation.
- Dr. Marc Hilber: data protection and e-commerce related regulatory requirements, platform regulation, handling of copyright issues, multi-level marketing distribution systems.
- Georg Lecheler: licence agreements, trademark, patent and copyright law, protection of know-how, competition law.
- Dr. Simon Spangler: antitrust law with a focus on e-commerce.
Legal 500 Germany, 2020Oppenhoff has excellent market knowledge.
Trademarks, copyrights, patents, know-how - "IP rights" of all kinds are important economic assets. If they are not only to be used by the company itself, but also to be exploited profita-bly by third parties, legal protection through a corresponding licence agreement is virtually indispensable.
It is not just in the automotive industry that commercial representative models or “agency models” are currently booming. More and more manufacturers - across the board - are changing the distribution of their products to commercial representatives or are planning to do so in the next few years. From the principal’s point of view, these models are very advantageous: they give the principal greater influence over the design and compliance of its distribution system as well as on the price level of its products and services, and enable greater proximity to the end customer.
Following the publication of an initial draft (German version only) by the Federal Ministry of Economic Affairs and Climate Action (BMWK) about an amendment to the German Act against Restraints of Competition (11th ARC amendment) in September of last year, Germany’s Federal Government on April 5, 2023 passed a corresponding government draft bill (German version only) ("ARC-D") to tighten up the German Competition Act. The supporters of the amendment do not skip using combative metaphors: one speaks of "antitrust law with claws and teeth" or a "competition authority having a punch". We give you an overview of how the lawmaker will sharpen the "teeth" of the German Federal Cartel Office (FCO).