Mergers & Acquisitions / Private Equity14.04.2021 Newsletter

DEAL POINTS.

Dear readers, dear business partners,

We are pleased to send you the third issue of DEAL POINTS, Oppenhoff's newsletter on M&A and private equity. Again, we are pleased to inform you about current topics and judgements:

Are SPAC transactions conquering the German market? And how does the brand new restructuring law StaRUG affect M&A practice? There have also been important changes in the area of merger control: In the future, fewer transactions will have to be notified to the German Federal Cartel Office. We also report on a high-quality discussion on distressed M&A at the German Corporate M&A-Congress and on new rulings by the Federal Court of Justice on the redemption of GmbH shares and on squeeze-outs. Finally, we introduce our new partner Dr. Sebastian Zeeck.

We wish you and your Businesses good luck and, above all, good health in the coming months.

Your Oppenhoff M&A team 

 

Current M&A topics: 

1. SPAC transactions: A new start

2. M&A Effects of the Stabilisation and Restructuring Framework (StaRUG)

3. Easing of the German Merger Control - fewer notification requirements in future

4. 18th German Corporate M&A-Congress

Latest judgements:

1.Renewed redemption of a GmbH business share

2. Squeeze-out: Capitalised compensation payments as minimum amount of severance pay

Oppenhoff - Faces

Deal- News 

 

Current M&A topics 

1. SPAC transactions: A new start

The numbers are impressive: In the U.S., listed SPACs raised nearly USD 75 billion in capital last year. In the first two months of this year, they have already raised more than USD 50 billion. 123 signed transactions were announced by US SPACs last year. In the first two months of this year, 61 more have already followed. In the meantime, there has also been a first listing of a SPAC in Germany. What are these listed shell companies, what are their opportunities and risks?

A SPAC (Special Purpose Acquisition Company) is a listed company with no business of its own, but with substantial capitalization. The initiators of the SPAC regularly pay only the nominal value for a post-IPO stake of twenty percent. The placement consists of shares and warrants. SPACs are listed in order to acquire a company within a defined period of time - usually within two years (de-SPAC). The acquisition is ultimately aimed at taking the acquired company public. The acquisition of the company is subject to the approval of the SPAC’s shareholders. At the time of acquisition, these shareholders can either retain their interest in the SPAC or return their investment.

Given the high valuations in the private equity and VC markets, investors are looking for longer-term investments; in addition, SPACs offer a potential exit channel for financial investors. Therefore, the current SPAC boom in the US is also based on the availability of a relatively large number of privately held targets in capital-intensive and long-term oriented areas (such as biotech or renewable energies) which are led by experienced management teams.

A relatively certain time schedule, certain valuation, and relatively high transaction certainty are among the advantages of selling to a SPAC.. Extensive road shows where investors need to be convinced do not take place with SPACs.

The disadvantages of a SPAC from the point of view of an investor or, potentially, a seller who intends a roll-over, include not only the almost cost-free participation of the initiators (which can lead to certain moral hazard problems if the de-SPAC transaction is only worthwhile for the initiators for this reason). The investors' possibility to return their  participation and the requirement of an affirmative resolution of the shareholders potentially create some transaction uncertainty. The relatively complicated, regulated and expensive procedure for the de-SPAC does not necessarily make an IPO via SPAC significantly simpler or less expensive than a regular IPO.

There are however interesting recent developments in the US with regard to the participation of the initiators: In the case in question, the initiators had to pay the market price for their sponsor warrants. Moreover, such sponsor warrants may only be sold after a period of three years following the de-SPAC transaction and if the market price of the common stock has increased by at least 20%. If this trend continues, the preferential treatment of the initiators may soon come to an end.

Implications for the German M&A market

From a German perspective, the impact of SPACs on the local market has been limited so far. A flood of SPACs, comparable to the developments in the U.S., is hardly to be expected in Germany, even if a first SPAC, LAKESTAR I, was admitted to the Frankfurt Stock Exchange in February 2021. The need for a substantial number of ready-to-be-listed, privately held companies as potential target companies plays a key role here, in addition to the traditional general reluctance to go public. However, some carve-outs of larger corporations, venture capital-financed "unicorns" or private equity-held companies are potential target companies for a SPAC. However, the succession cases of medium-sized companies, which are particularly numerous in Germany, are regularly not suitable targets for a listing, and pose obstacles which can regularly not be dealt with within the timeframe of a de-SPAC.

Experience from the first emergence of German SPACs rooughly ten years ago confirms this view. At that time, too, it was a challenge to find suitable target companies in Germany, which is one of the reasons why SPACs were not able to establish themselves at that time. However, the market circumstances have changed considerably in the meantime. For example, there is a significantly higher number of highly valued start-ups which can be considered as possible target companies.

In addition, it is to be expected that numerous SPACs, particularly from the USA, but in the future presumably also from London, will not find a sufficient number of target companies in their respective domestic markets and will search for targets internationally. First corresponding activities can be observed in the market. SPACs will therefore certainly play a significant role as bidders in larger auction processes for the foreseeable future. Of course, this applies all the more to dual track processes, in which an IPO is actively prepared in addition to a trade sale.

The sale process becomes even more complex for the target companies when a SPAC is involved as a promising bidder, because a future listing - possibly under a different legal system - has to be prepared in parallel to the actual sale.

For sellers of larger companies, the emergence of SPACs is good news, as competition for target companies that are fundamentally suitable for the stock market is likely to intensify considerably once SPACs participate in the auctions alongside larger private equity investors.

Till Liebau is a partner at Oppenhoff with a focus on cross-border M&A and private equity transactions; he also advises extensively on W&I underwritings (till.liebau@oppenhoff.eu).

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2. M&A Effects of the Stabilisation and Restructuring Framework (StaRUG)

The StaRUG, which came into force at the beginning of the year, brings comprehensive innovations and provides for a change in German restructuring and insolvency law. It offers new restructuring proceedings that may be of particular interest to heavily burdened companies in the Corona crisis.

With the new Act on the Stabilization and Restructuring Framework for Businesses (StaRUG), which came into force at the beginning of the year, the legislator has implemented Directive (EU) 2019/1023 of the European Parliament and of the Council of June 20, 2019.

The StaRUG offers businesses which are potentially – but not yet imminently – unable to pay (drohend zahlungsunfähig) the possibility of early restructuring outside of insolvency proceedings by drawing up a restructuring plan. On the basis of the restructuring plan, rights of individual groups of creditors and/or shareholders can be modified. The StaRUG thus offers an additional restructuring option for this stage alongside out-of-court, consensual restructuring and restructuring by way of insolvency proceedings.

Unlike the two aforementioned proceedings, the restructuring proceedings under the StaRUG does not necessarily extend to all creditors (Gesamtvollstreckungsverfahren), so that only certain creditor (groups) can be targeted for inclusion in the restructuring plan. Unless the debtor expressly opts for publicity of the restructuring case, there is only party publicity in a restructuring under the StaRUG.

Implications for M&A practice

The introduction of the StaRUG also results in some new aspects to be considered for M&A practice:

Debt-to-equity swap in restructuring plan proceedings

Based on the requirements of the StaRUG, the debtor company draws up a restructuring plan in the course of the StaRUG restructuring proceedings, on the basis of which a debt relief of the distressed company is to be carried out. The debtor approaches the creditor (groups) included in the plan and submits a plan offer to them, which is voted on in the creditor groups (Sec. 17 (1) StaRUG). In this context, it should be noted that the plan may also become effective vis-à-vis plan-affected parties who do not consent to it. The acceptance of the plan offer is subject to certain majority requirements.

Any plan-affected parties’ legal position can be modified by means of the restructuring plan. The only rights excluded from the restructuring plan are those listed in Sec. 4 StaRUG, including claims of employees, claims arising from commitments under company pension plans, claims arising from intentional tortious actions, etc. By contrast, pursuant to Sec. 2 (3) StaRUG, share or membership rights held in the debtor are accessible for modification and even transfer within the framework of the restructuring plan. This means that the restructuring plan may, for example, provide for the encumbrance or transfer of shares or membership rights.

Pursuant to Sec. 7 (4) StaRUG, the restructuring plan may also provide for the conversion of restructuring claims into shares or membership rights in the debtor (debt-to-equity swap). Such a conversion can however not take place against the will of the creditor concerned.

Viewed from a different angle, investors could in the future use the restructuring proceedings under the StaRUG to systematically acquire shares in a distressed company by converting restructuring claims. In preparation for a debt-to-equity swap, investors may consider proceeding by way of the loan-to-own strategy, i.e. by providing a loan to the imminently insolvent company with the aim of converting the claim for repayment of the loan into equity rights in the course of the restructuring proceedings. If such a plan is pursued, a good relationship with the distressed company should be ensured in order to be able to work towards a debt-to-equity swap appropriately.

Purchase in the crisis - implementation of the restructuring proceedings as part of the M&A deal

Consideration of the new restructuring options offfered by the StaRUG can be expedient and offer additional structuring options in distressed M&A deals, too. Depending on the individual case, the initiation or even the implementation of a StaRUG restructuring process can be considered as a parallel or downstream process to the acquisition of the distressed company.

As a preparatory measure to the signing, the implementation of the restructuring proceedings would then already have to be considered drafting the letter of intent and the other transaction documents. The successful implementation of the restructuring proceedings could also be considered as a closing condition. The advantage of initiating the StaRUG proceedings at an early stage is that insolvency risks with regard to the company to be acquired can be reduced. Although in most cases, further restructuring measures will have to be taken  after closing, a major step towards a vital company will have already been taken.

Making the acquisition of a company dependent on the approval of the creditors affected by the plan by way of a closing condition can provide an additional incentive for creditors to approve the restructuring plan. A successful acquisition of the distressed company usually leads to a larger proportion of their claims being satisfied than would be in the event of an insolvency of the company. However, the following should be borne in mind when deciding whether to make the successful implementation of the StaRUG proceedings a closing condition: There is a risk of a possibly lengthy process, which may fail in the worst case.

In order to avoid this risk, it may be sensible to prepare the restructuring plan only after acquisition of the distressed company. This approach, however, carries the risk that creditors will rely on new liquidity for the company from the acquirer and thus refuse to approve the restructuring plan.

Lisa Schmitt is an associate at Oppenhoff focusing on cross-border M&A and private equity transactions (lisa.schmitt@oppenhoff.eu).

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3. Facilitations of the German Merger Control - fewer notification requirements in future

In the home stretch of many M&A transactions, the question arises whether the transaction requires clearance by antitrust authorities of certain countries or regions. Completion of transactions before clearance can lead to severe fines. The 10th  amendment to the German act against restraints of competition (GWB) leads to far-reaching changes which will have a significant impact on M&A practice.

German merger control has traditionally been known among M&A experts for its low thresholds. A large number of competitively insignificant transactions or transactions with a clear focus abroad therefore had to be notified to the German Federal Cartel Office. This often led to delays and additional costs.

The resulting mass of notifications has also been a thorn in the side of the Federal Cartel Office for a long time. The Office is facing a number of new antitrust challenges in the wake of digitalization and has therefore long called for relief in the area of merger control.

With the 10th GWB amendment, which came into force on January 19, 2021, the legislator has now responded by noticeably raising the thresholds of German merger control. In the future, this will mean that numerous transactions will no longer have to be notified to the Federal Cartel Office prior to completion and the number of annual notifications will decrease noticeably.

Significant increase in turnover thresholds

The thresholds for merger control are essentially characterized by a worldwide turnover threshold and two so-called domestic turnover thresholds, for which the turnover achieved by the companies involved in Germany is decisive.

In the course of the amendment to the GWB, the legislator left the worldwide turnover threshold untouched. It remains at a joint worldwide turnover of the companies involved of EUR 500 million in the last financial year. In contrast, the domestic turnover thresholds have now been doubled or raised even more: The first turnover threshold was previously EUR 25 million, the second threshold EUR 5 million. In practice, this regularly meant that targets with more than EUR 5 million in sales in Germany were subject to mandatory notification to the Federal Cartel Office.

This picture is now shifting significantly: the first domestic turnover threshold is now EUR 50 million and the second domestic turnover threshold is EUR 17.5 million. This will have a significant impact on M&A practice. A large number of transactions previously subject to notification will no longer require prior clearance by the German Federal Cartel Office.

Experts expect the annual number of notifiable mergers in Germany to decrease by up to 1/3. Initial statistics confirm this. It is noteworthy that in the course of the legislative process, practically on the final stretch, the threshold values were raised once again. The aim of these changes is clear: to free up resources at the Federal Cartel Office so that they can be used to examine potentially problematic cases and digitization issues.

From now on, a merger must be notified to the German Federal Cartel Office if in the preceding fiscal year

  • the companies involved jointly generated revenues of more than EUR 500 million worldwide, and
  • in Germany
    • at least one of the companies involved achieved revenues of more than EUR 50 million and
    • another involved company achieved revenues of more than EUR 17.5 million (alternatively, a transaction threshold of EUR 400 million applies here).

A direct consequence of the elimination of the notification requirement which will apply to many cases, is that much more frequently than before, there will no longer be a compelling reason to separate signing and closing. In many cases, this will lead to a considerable acceleration in the transaction process and a simplification of the purchase agreements in this respect. However, the current tightening of foreign investment controls could minimize this effect.

Deletion of the de minimis exception, increase in the de minimis market threshold and extended review periods

The new rules also lead to simplifications in other areas. Previously, German merger control was excluded by way of exception if one of the companies involved - including other companies affiliated with it - achieved worldwide turnover of less than EUR 10 million (so-called de minimis clause or connection clause). This provision has now been deleted without replacement.

The German Federal Cartel Office can still not prohibit mergers on a de minimis market. Here, too, the relevant threshold has been raised from EUR 15 million to the current market volume of EUR 20 million in Germany.

There are sector-specific special rules in the hospital and press sectors. In addition, the Federal Cartel Office has been given more time for an in-depth competition review (Phase II) of problematic mergers. In the future the Bundeskartellamt will have up to five months for such cases, compared to four months before the GWB amendment.

Comprehensive acquisition of smaller targets made more difficult under narrow conditions

Finally, the so-called "Remondis clause" is noteworthy. Under this clause, the Federal Cartel Office can oblige a company to notify its mergers with other companies in one or more industry sectors under strict conditions. This is intended to enable the Federal Cartel Office to intervene before a dominant market position of large companies is created in the first place.

The reason for these regulations was the widespread acquisition of smaller competitors by large international groups in the waste and meat industries. As the notification thresholds were not exceeded, these acquisitions were allowed to proceed without prior clearance –  to the displeasure of the German Federal Cartel Office. Under the new rules, companies may in future be obligated to notify even if the usual turnover thresholds are not exceeded. Such notification obligation may however arise only if  the acquirer has generated global turnover of more than EUR 500 million in the last fiscal year. The target must also have generated at least more than EUR 2 million in turnover in the last fiscal year and more than two-thirds of it in Germany.

In addition, the German Federal Cartel Office must have previously conducted a sector inquiry in the industry concerned, and the acquirer had to have a share of at least 15% in formative goods and services in the affected sector in Germany.

Simon Spangler is a partner at Oppenhoff with a focus on antitrust and state aid law; he also advises extensively on distribution law matters (simon.spangler@oppenhoff.eu).

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4. 18th German Corporate M&A-Congress

Oppenhoff Panel: "Distressed investments - bargain or bad buy" - a brief summary

At this year's 18th German Corporate M&A-Congress, our experts Myriam Baars-Schilling and Dr. Markus Rasner joined our distinguished guests Matthias Lüttges, Head of M&A and Transaction Solutions at Aon Germany, and Martin Lambrecht, attorney and insolvency administrator at LAMBRECHT, in a panel on the topic of "Distressed Investments - Bargain or Bad Buy". We have summarized the lively discussion for you here.

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Latest judgements:

1. Renewed redemption of a GmbH business share

Can a share of a limited liability company (GmbH) shareholder that has already been redeemed and is no longer entered in the list of shareholders be redeemed again purely as a precaution? This question was addressed by the German Federal Court of Justice in its ruling of November 10, 2020 (Case No. II ZR 211/19).

The decision of the German Federal Court of Justice provides clarity on the validity of purely precautionary redemption resolutions if the shareholder concerned is no longer entered in the list of shareholders due to previous redemption. If a shareholder's share is to be redeemed, a new redemption resolution should be passed as a precautionary measure in case of doubt, even if the shareholder is no longer entered in the list of shareholders. This approach should be chosen in any case where there is uncertainty about the validity of the first redemption resolution.

If the company is convinced of the validity of the redemption resolution, the managing director must submit an amended list of shareholders to the commercial register. This is the only way to prevent the shareholder affected by the redemption from still exercising its membership rights vis-à-vis the company and potentially paralyzing the company’s decision-making processes. This follows from the legitimizing effect of the list of shareholders.

If a shareholder wishes to defend himself against such a redemption resolution, he must file an action against the redemption resolution. If necessary, he must take action against the registration of the amended list of shareholders by way of interim relief.

The case:

The ruling of the German Federal Court of Justice is based on the following facts: the shareholders of a GmbH had redeemed the plaintiff's share in the company twice for good cause in 2015 and 2016. The plaintiff successfully sued for a declaration of invalidity of these two redemption resolutions. These proceedings (Higher Regional Court of Brandenburg, judgment dated June 19, 2019, Case No. 7 U 16/18) had not yet been finally concluded. Nevertheless, the plaintiff's share was initially entered as lapsed in the list of shareholders in the register file.

A short time later, another list of shareholders was published. This list no longer showed the plaintiff's share, but instead allocated newly formed shares to other shareholders. In this context, the new shareholders again resolved in 2017 to redeem the plaintiff's share as a precautionary measure.

The plaintiff also objected to this redemption resolution. The courts of first instance initially upheld the plaintiff's claim: the list of shareholders no longer showed the plaintiff as a shareholder. It was therefore no longer possible to pass a valid redemption resolution. In this respect, the resolution, in the first instance’s opinion, came to nothing.

The decision of the German Federal Court of Justice:

The German Federal Court of Justice now countered this legal opinion. The lack of clarity regarding the validity of the previously adopted redemption resolutions did not prevent a renewed redemption. The new resolution had clearly been adopted in the event that invalidity of the earlier redemption resolutions was established. Against this background, there would be a recognizable interest in adopting a further (precautionary) resolution: the elimination of doubts as to the validity of the previous resolutions. In addition, the share could be redeemed again on account of any new grounds for redemption that may have arisen or become known.

Furthermore, according to the German Federal Court of Justice, it is not necessary and not legally permissible to submit a corrected list of shareholders in which the materially entitled shareholder concerned is (initially) re-registered. The German Federal Court of Justice correctly states that substantive authorization does not depend on the entry of the share to be redeemed in the list of shareholders and that by submitting a corrected list of shareholders, the company would act inconsistently. Furthermore, the company could not reasonably be expected to submit a corrected list of shareholders to the commercial register showing the (possibly) materially entitled shareholder. The shareholder affected by the redemption would thus again hold all membership rights.

As a logical consequence, the formal and material shareholder status can be decoupled. In light of the negative legitimation effect pursuant to Sec. 16 (1) sentence 1 GmbHG, the shareholder can no longer assert any membership rights against the company after deletion from the list of shareholders. However, this fact does not affect its substantive legal entitlement, which is why the shareholder can for example continue to dispose of shares in the company.

The German Federal Court of Justice further states that the purpose of Sec. 16 (1) GmbH does not preclude a renewed redemption. The purpose of the provision is to create transparency with regard to the shareholders in order to combat abuse and money laundering. A renewed redemption ensures legal certainty and clarity.

Furthermore, to the German Federal Court of Justice, a discrepancy between the formal and substantive shareholder status  is acceptable. Such a suspended state would also exist if a corrected list of shareholders were entered prior to renewed redemption. Ultimately, according to the Federal Court of Justice, the premature submission of a list of shareholders does not prevent a renewed resolution. It could only lead to a liability for damages on the part of the managing director pursuant to Sec. 40 (3) GmbHG.

Simon Sawert is an associate at Oppenhoff and advises on M&A/Corporate and Commercial matters. He is a member of the Latin America Desk at Oppenhoff (simon.sawert@oppenhoff.eu).

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2. Squeeze-out: Capitalised compensation payments as minimum amount of severance pay

Can an appropriate cash settlement for minority shareholders in the event of a squeeze-out be determined on the basis of the present value of existing compensation payments under a domination and profit and loss transfer agreement? This was determined by the German Federal Court of Justice in its decision dated September 15, 2020 (II ZB 6/20).

Pursuant to Sec. 327a of the German Stock Corporations Act (AktG), a shareholder who holds at least 95% of the capital stock of a stock corporation (principal shareholder) may demand that the shares of the other shareholders be transferred to it. In return, the minority shareholders who thus leave the company in the context of the so-called squeeze-out pursuant to Secs. 327a, 327b AktG are to be compensated appropriately. The settlement value is to be calculated on the basis of a recognized valuation method (regularly the capitalized earnings method according to IDW S 1). If a stock market value exists, such stock market value indisputably provides for the lower limit for the appropriate compensation.

According to the latest decision of the German Federal Court of Justice, in practice not only the enterprise and stock market value will have to be taken into account in the event of a planned squeeze-out in the future. Attention will also have to be paid to whether an inter-company agreement exists which may have an influence on the amount of the compensation to be paid in the context of the squeeze-out.

If an inter-company agreement is in place and the present value of the compensation payments leads to a higher compensation in accordance with the criteria now established by the German Federal Court of Justice, it should be examined whether the inter-company agreement can be terminated before the squeeze-out is carried out or – if the inter-company agreement was concluded for a specific term – whether its expiry can be awaited.

The German Federal Court of Justice leaves open under which circumstances it can be assumed that an inter-company agreement existing at the time of the squeeze-out will not continue in the long term and is therefore irrelevant for the amount of the compensation payment. Uncertainties thus remain even after the German Federal Court of Justice's decision.

The case and previous legal situation:

It was previously unclear in literature and case law whether the compensation payments stipulated under an existing domination and profit and loss transfer agreement can also play a role for the determination of the amount of the compensation payment. When a domination and profit and loss transfer agreement is concluded, the shareholders who are not themselves party to the agreement can choose between leaving the company in return for compensation in accordance with Sec. 305 (1) AktG or annual compensation payments, cf. Sec. 304 (1) AktG. Up to now, it has been extremely controversial whether these annual compensation payments had to be capitalized in order to calculate the appropriate compensation in the event of a squeeze-out, if this resulted in a higher compensation payment. This was now affirmed by the German Federal Court of Justice.

In the case submitted by the Higher Regional Court of Frankfurt a. M. (decision of November 20, 2019, 21 W 77/14), the minority shareholders ousted in a squeeze-out had sought an increase in their compensation payments.

The Higher Regional Court of Frankfurt a. M. had calculated a compensation amount from the compensation payments under the domination and profit and loss transfer agreement existing at the time of the squeeze-out. Such compensation amount was higher than the pro rata enterprise and stock market value. On this basis, the Higher Regional Court of Frankfurt a. M. had increased the compensation payments. It asked the German Federal Court of Justice for a final assessment within the framework of a divergence submission, as it took a different position with its assessment than the Düsseldorf and Munich Higher Regional Courts. In the past, the latter considered compensation payments from inter-company agreements to be irrelevant for the compensation amount (Higher Regional Court of Düsseldorf, decision of November 15, 2016, I-26 W 2/16; Higher Regional Court of Munich, decision of October 26, 2006 - 31 Wx 12/06).

The decision of the German Federal Court of Justice:

The German Federal Court of Justice subscribed to the opinion of the Higher Regional Court of Frankfurt a. M. It accepted its calculation after a detailed discussion of the opposing views. According to the German Federal Court of Justice, the present value of the compensation payments is ultimately to be considered for the squeeze-out compensation if

  • it is higher than the proportion of the enterprise value attributable to the minority shareholder's share,
  • the inter-company agreement existed at the time of Sec. 327 b (1) AktG and
  • its continued existence was to be assumed.

The present value of the compensation payments then forms a further lower limit for the compensation in addition to the stock market value.

David Falkowski is an associate at Oppenhoff focusing on M&A/Corporate matters and Succession, Assets, Foundations (david.falkowski@oppenhoff.eu).

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Oppenhoff - Faces 

Partner Dr. Sebastian Zeeck 

Name: Dr. Sebastian Zeeck

Rechtsanwalt [German lawyer]: since 1999

Expertise: I provide comprehensive advice in the areas of restructuring and insolvency as well as corporate and commercial law and am able to combine both areas. This ability to combine and see beyond my own proverbial nose are my USP. I advise both on restructurings (most recently for a globally operating company in the aviation industry regarding a subsidiary) and on complex corporate transactions and disputes (most recently the exit of the former CEO of MUSTANG, also in his capacity as shareholder, from Mustang Holding; see our press release on this). And: I build bridges, i.e. I usually achieve the breakthrough in negotiations that moves the client forward (law in itself often does not even account for 50% of the input). What good is the best contract if no one signs it?

Cooperation: With as many as possible at Oppenhoff. Besides working with the Insolvency and Restructuring team as well as the Corporate and M&A team, I have already had the opportunity to work with several other departments, in particular Litigation and Tax. I have also already been able to contribute towards plans for the future at my office location in Hamburg.

Highlight: A particularly exciting case was the journey from the idea to ultimately the Hong Kong Stock Exchange for EuroEyes, specifically EuroEyes International Eye Clinic Limited. EuroEyes’ founder is from Denmark and, since its foundation in 1993, it has developed into a leading provider of surgical vision correction. To this end, EuroEyes operates numerous clinics in several countries, including China. Supervising and essentially managing this international transaction from the structuring and the investor rounds to the listing configuration, along with colleagues from the various jurisdictions was a particular highlight. Just the post coronam listing dinner is still outstanding.

Out of Office: Idealist, reading, nature, photography, travel, sailing, rowing (hopefully again soon), wine, art, music. Volunteering: with the humanitarian organisation Johanniter in management positions in Hamburg.

Profile on the web: Dr. Sebastian Zeeck

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Deal- News

  • Oppenhoff advises Saint-Gobain on the acquisition of a majority stake in Brüggemann Holzbau
  • Oppenhoff advises SDC Technologies on the acquisition of COTEC®
  • Oppenhoff advises VHV on the acquisition of the digital service provider Eucon
  • Oppenhoff advises MRH Trowe on growth partnership with AnaCap
  • Oppenhoff advises Shop Apotheke on the acquisition of Smartpatient
  • Oppenhoff advises Hawesko on the sale of Ziegler
  • Oppenhoff advises MGS Manufacturing on the acquisition of Formteknik
  • Oppenhoff advises on the sale of AMBERO to Dorsch Holding / RAG Foundation
  • Oppenhoff advises CCE Group on construction and operation of the utility scale Solar PV Park “Sol de Varas” (Chile)
  • Oppenhoff advises PE investor ND Group B.V. on financing round of over 30 million euros in e.GO Mobile
  • Oppenhoff advises Pohl Group on the sale of Systea Pohl GmbH
  • Oppenhoff advises Hydro66 Group on the sale of a green data centre to Northern Data AG
  •  

→ Further news can also be found on LinkedIn.

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Till Liebau

Till Liebau

PartnerAttorney

Bockenheimer Landstraße 2-4
60306 Frankfurt am Main
T +49 69 707968 147
F +49 69 707968 111

Email

Dr. Sebastian Zeeck<br/>LL.M.

Dr. Sebastian Zeeck
LL.M.

AttorneyPartner

Am Sandtorkai 74
20457 Hamburg
T +49 (0) 40 808105 530
F +49 (0) 40 808105 555

Email

Dr. Simon Spangler<br/>LL.M. (UCT)

Dr. Simon Spangler
LL.M. (UCT)

PartnerAttorney

Bockenheimer Landstraße 2-4
60306 Frankfurt am Main
T +49 69 707968 183
F +49 69 707968 111

Am Sandtorkai 74
20457 Hamburg
T +49 40 808 105 526
F +49 40 808 105 555

Email

David Falkowski

David Falkowski

Junior-PartnerAttorney

Konrad-Adenauer-Ufer 23
50668 Cologne
T +49 221 2091 497
F +49 221 2091 333

Email

Lisa Schmitt

Lisa Schmitt

AttorneyJunior-Partner

Bockenheimer Landstraße 2-4
60306 Frankfurt am Main
T +49 69 707968 228
F +49 69 707968 111

Email