Corporate Law / Group Restructuring

 

We advise privately-held and listed companies, individual shareholders and corpo-rate bodies, as well as strategic and financial investors on their regular business affairs and on specific issues of corporate, stock corporation and corporate group law. Our experts have many years of experience in advising on all corporate gov-ernance issues. We are experts on group restructuring. Established interdiscipli-nary teams of corporate, tax and employment specialists as well as other experts, depending on the demands of the particular case, guarantee efficient project man-agement from the structuring stage through to project realisation. 

 

Dr. Harald Gesell

Partner

Telephone: +49 221 2091 403
Telefax: +49 221 2091 333

harald.gesell@oppenhoff.eu

Australia, Austria, Bulgaria, Croatia, Czech Republic, Hungary, India, Kuwait, New Zealand, Qatar, Romania, Saudi Arabia, South Korea, Slovakia, Slovenia, United Arab Emirates

Current topics of group reorganisation and corporate law
Lecture content

This lecture covers the current topics of group reorganisation and corporate law from jurisprudence and legislation at any time.

Target group

Specialists, legal practitioners in general, managing directors

Duration

45 - 60 minutes

Supervisory board briefing – rights and obligations of the supervisory board
Lecture content

The lecture provides an overview of the rights and obligations of supervisory board members of a stock corporation (AG) and is suitable both as a refresher and as an “onboarding” event for new members.

Target group

Supervisory board members of a stock corporation (AG)

Duration

90 - 120 minutes

Awoken from their “Sleeping Beauty slumber” – why IT/IP and balance sheet war-ranties are more topical than ever

Lecture content

This lecture explains the legal pitfalls of structuring balance sheet and IT/IP warran-ties, inter alia against the background of current jurisprudence.

Target group

Legal counsel

Duration

60 minutes

Due diligence structuring – balancing the costs against the liability risk
Lecture content

The lecture handles questions such as: does a due diligence have to be conduct-ed? Can it be restricted? How can it be executed in a (cost) efficient manner?

Target group

Corporate M&A officers

Duration

45 minutes

Information and inspection rights at German private limited companies (GmbH)
Lecture content

In multi-layered companies, inspection rights are one of the most important minority rights. The lecture provides an overview of the requirements, scope and assertion of these rights and explains the considerable differences between corporations and partnerships.

Target group

Legal practitioners in general, interested employees

Duration

30 minutes

Tax basics of a corporate acquisition
Lecture content

This lecture provides a basic overview of the tax effects of corporate acquisitions on both the acquirer’s and seller’s side, as well as the special problems involved (e.g. turnover tax).

Target group

Legal practitioners working in M&A

Duration

60 minutes

Basic training for managing directors and authorised signatories
Lecture content

This lecture provides a general overview of the rights and obligations of managing directors (“Geschäftsführer”) and authorised signatories (“Prokurist”), as well as of the liability risks involved.

Target group

Persons appointed as managing directors or authorised signatories for the first time.

Duration

60 minutes

Distribution of chances and risks of a corporate acquisition
Lecture content

Guarantees, indemnifications and earn-outs are just a few of the tools which can be used to distribute the chances and risks of a corporate acquisition amongst the par-ties. The lecture will assist in finding the right tool to suit the individual case.

Target group

Investment banks, legal departments

Duration

60 minutes

Compliance as a task of the corporate management
Lecture content

The lecture explains which requirements the law and jurisprudence currently stipu-late for the compliance efforts of managing directors, management board members and supervisory board members and which liability consequences can arise from a breach of these duties. The peculiarities of group structures are specifically ad-dressed in the lecture.

Target group

Legal departments, employees without in-depth compliance knowledge

Duration

60 - 120 minutes

Compliance in M&A transactions
Lecture content

Compliance is also playing an increasingly important role in M&A transactions. In addition to aspects of compliance due diligence, the lecture also examines the risks in the event of compliance breaches during an M&A transaction as well as the integration of the acquired enterprise into the buyer’s compliance organisation.

Target group

Corporate compliance officers

Duration

30 minutes

Corporate social responsibility – overview, current developments

Lecture content

Corporate social responsibility not only covers the social conduct of enterprises but – and not only initially on the basis of the CSR Directive - also the associated legal framework conditions whose observance is vital to enterprises and their corporate organs.

Target group

Legal practitioners in general, interested employees

Duration

30 minutes

Crossing the Borders in Corporate Europe – The SE and more…
Lecture content

The lecture covers cross-border mergers and transformations, especially involving SE structures.

Target group

Corporate lawyers, tax lawyers in legal departments, legal practitioners in general

Duration

60 - 120 minutes

The new Transparency Register
Lecture content

The German Act implementing the Fourth EU Money Laundering Directive, executing the EU Wire Transfer Regulation and reorganising the Financial Intelligence Unit (Gesetz zur Umsetzung der Vierten EU-Geldwäscherichtlinie, zur Ausführung der EU-Geldtransferverordnung und zur Neuorganisation der Zentralstelle für Finanztransaktionsuntersuchungen) dated 23 June 2017 (Federal Law Gazette [Bundesgesetzblatt, BGBl.] I 2017, p. 1822) has now (essentially) entered into force. Besides the revision of the Money Laundering Act, which gives the Directive its name, and which above all increases the compliance requirements to be met by the parties concerned for preventing money laundering and terrorist funding, on the basis of this Act an electronic Transparency Register is being introduced and the requirements for the list of shareholders of a GmbH are being amended. The revision will trigger an immediate need for action at many enterprises. Failure to act can lead to sensitive fines.

Target group

Legal departments, compliance officers

Duration

30 minutes

The exchange of data and handling of business secrets in an M&A transaction
Lecture content

Considerable data is exchanged during the course of an M&A transaction. The lec-ture provides an overview of the legal boundaries for exchanging data against the background of data protection, corporate and contract law.

Target group

Business consultants

Duration

45 minutes

The auditor/annual financial statements in M&A transactions
Lecture content

The lecture handles the role of auditors in M&A transactions, in particular with re-spect to the auditing of annual financial statements of the target company and re-course to the auditor in the event of a false balance sheet warranty.

Target group

Legal department, audit department

Duration

90 minutes

The consideration of liabilities in the liquidation

Lecture content

The lecture provides information on winding-down corporations with a focus on the liabilities to be considered during the winding-down process.

Target group

Legal practitioners working in corporate law

Duration

60 minutes

The European Company (Societas Europaea, SE) – an overview and the basic forms

Lecture content

The lecture presents the European Company from its foundation to its employee participation, and compares it to the German stock corporation (AG) and private limited liability company (GmbH).

Target group

Legal practitioners in general, interested employees

Duration

90 minutes

 
The noble art of withdrawing – securing and increasing the corporate value when investing in rising stars
Lecture content

The lecture gives practical tips on structuring due diligences and contracts when investing in start-ups, in particular in the technology sector.

Target group

Corporate representatives wishing to investing in start-ups

Duration

30 minutes

The German partnership limited by shares (Kapitalgesellschaft & Co., KGaA) – an alternative legal form for medium-sized businesses
Lecture content

Over the last few years the KGaA has developed from an insider tip to an increasingly popular form of legal entity, in some cases offering considerable advantages for larger medium-sized enterprises in particular. These advantages, the legal background, differences vis-à-vis other legal forms and the transformation process into a KGaA are presented in this lecture.

Target group

Specialists, legal practitioners in general

Duration

45 - 60 minutes

The disclosure of information in the due diligence process – a curse or blessing? A scrutiny of disclosure concepts
Lecture content

The lecture covers the effects of an executed due diligence upon the contract structuring. Is the buyer obliged to accept any objections merely based on the information received during the due diligence process? What are “fairly disclosed” concepts?

Target group

Corporate M&A officers

Duration

60 minutes

Direct communication between compliance officer and supervisory board
Lecture content

Where possible breaches by the management board are an issue, it would be helpful if the supervisory board could directly communicate with the compliance officer. Being subordinate to the management board, however, such communication touches upon the distribution of competences amongst the corporate organs. This lecture presents the status of the debate and gives practical recommendations.

Target group

Corporate compliance officers, supervisory board members

Duration

30 minutes

Distressed Suppliers – Strategies for Avoiding and Handling the Crisis

Lecture content

Everyone should have at least a basic knowledge of insolvency law, for it can affect us ourselves or our own clients and/or suppliers. Against this background, the lec-ture handles the “nuts and bolts” of insolvency law.

Target group

Legal practitioners in general, employees working in distribution/risk assessment

Duration

45 - 60 minutes

Look well before you leap… – cooperation, acquisition, joint venture? Tailor-made structures for successful growth
Lecture content

The lecture examines the various cooperation models and their advantages and disadvantages. It also gives practical tips on structuring joint venture contracts, incorporating the requirements/structures of the joint venture company.

Target group

Corporate M&A officers

Duration

60 minutes

Earn-outs – structures and pitfalls
Lecture content

The inability of sellers and buyers to agree on a purchase price frequently leads to a discussion about an earn-out. The structuring of earn-out clauses and their practical implementation entail several pitfalls, however, which are brought to your attention in this lecture.

Target group

Investment banks, M&A officers

Duration

60 minutes

An introduction to corporate law
Lecture content

The lecture is aimed at people without legal expertise or legal practitioners without any prior knowledge of corporate law and provides an overview of corporate law, the various legal forms, their differences and the basic principles. The aim is to provide a basic knowledge and sensitise listeners to certain problems relating to corporate law. The lecture is an excellent accompaniment to the lecture “Dealings with the Commercial Register”.

Target group

People without legal expertise, legal practitioners without prior knowledge of corporate law

Duration

60 minutes

An introduction to insolvency law
Lecture content

Everyone should have at least a basic knowledge of insolvency law, for it can affect us ourselves or our own clients and/or suppliers. Against this background, the lecture handles the “nuts and bolts” of insolvency law.

Target group

Legal practitioners in general, employees working in distribution/risk assessment

Duration

45 - 60 minutes

Corporate law – the essentials
Lecture content

The aim of the lecture is to provide a basic knowledge of corporate law. This lecture will put its listeners into a position in which they can apply their newly gained or refreshed specialist knowledge to optimise the corporate legal aspects of the work processes in their day-to-day practice.

Target group

Employees without an in-depth knowledge of corporate law

Duration

90 - 120 minutes

Cross-border transformations
Lecture content

The lecture presents the various possibilities for cross-border transformations.

Target group

Legal practitioners in general, interested employees

Duration

90 minutes

Liability for compliance breaches of third parties
Lecture content

Compliance has long since stopped being a matter that ends at your own front door. In their considerations, measures and programme, enterprises now also have to include their business partners: from the joint venture partner to the component supplier. But for what risks are enterprises or their managers responsible? The lecture examines the possible liability risks and how to avoid them.

Target group

Corporate compliance officers

Duration

30 minutes

Dispute scenarios of corporate law
Lecture content

The lecture provides an overview of the various dispute scenarios of corporate law.

Target group

Corporate lawyers in legal departments, legal practitioners in general

Duration

60 minutes

Group law
Lecture content

Group law covers the legal relations within corporate groups. The lecture provides an overview of the various forms of corporate groups. It discusses the advantages and disadvantages of forming a group as well as the fundamental problems associated with this, especially for minority shareholders and creditors. On this basis we then explain the contract-based association of companies, comparing this with the provisions governing de facto stock corporation (AG) groups and private limited liability company (GmbH) groups. The lecture consistently focusses on practical topics.

Target group

Legal practitioners in general

Duration

90 - 120 minutes

Provisions on succession and severance in company agreements
Lecture content

This lecture explains the legal possibilities and boundaries of severance provisions at partnerships and German private limited liability companies (GmbH). Furthermore, it explains the different succession clauses in the various legal forms and puts them into context with the severance provisions.

Target group

Variable

Duration

90 minutes

New tactics in shareholder disputes: the Suhrkamp case
Lecture content

Since 2012 the German Insolvency Code (Insolvenzordnung, InsO) has permitted intervention into existing shareholder rights in the debtor company for restructuring purposes. The majority shareholder of Suhrkamp Verlag GmbH & Co. KG made use of this newly created instrument to end years of dispute with the minority shareholder over the management of the publishing house. The lecture presents the tactics applied and addresses the question of where the boundaries of this new instrument for resolving disputes amongst shareholders lie.

Target group

Corporate lawyers in legal departments, legal practitioners in general

Duration

60-90 minutes

The disclosure of information in a due diligence
Lecture content

The lecture covers the effects of an executed due diligence upon the contract structuring. Is the buyer obliged to accept any objections merely based on the information received during the due diligence process? What are “fairly disclosed” concepts?

These questions and more are addressed in this lecture.

Target group

Legal practitioners and people without legal expertise working on the seller’s side in a transaction.

Duration

30 minutes

Comfort letters and declarations of subordination in balance sheets and insolvency
Lecture content

Comfort letters and declarations of subordination are tried and tested instruments of group financing. As the current development of jurisprudence shows, however, these instruments only fulfil expectations if they meet the requirements of both insolvency law and tax law. This lecture therefore explains the prerequisites and legal consequences of comfort letters and declarations of subordination.

Target group

Specialists, legal practitioners in general, employees working in treasury/finance/tax/risk assessment

Duration

30 - 45 minutes

Rights of lien and security rights in contract negotiations – how can I effectively protect myself against a failure to perform?
Lecture content

Protecting yourself against a failure to perform is one of the basic features of a risk-commensurate corporate management. The lecture will therefore refresh and in some cases broaden your knowledge of the basic legal principles of well-known security instruments such as suretyships, guarantees, comfort letters, reservations of title, assignments of security and rights of lien on real property, etc.

Target group

Legal practitioners in general, employees working in distribution/risk assessment

Duration

30 - 45 minutes

Post M&A – disputes after a corporate acquisition
Lecture content

The lecture provides an overview of the dispute scenarios of a corporate acquisition, possible dispute resolution procedures, arbitration agreements and proceedings, multiparty arbitration proceedings, cost aspects, etc.

Target group

Legal practitioners, people without legal expertise, managing directors

Duration

60 - 120 minutes

Arbitrability of disputes over deficiencies in corporate resolutions
Lecture content

The lecture addresses the problems and approaches for structuring arbitration clauses on deficiencies in resolutions as well as for conducting corresponding arbitration proceedings.

Target group

Legal practitioners working in corporate law

Duration

60 minutes

Software as the success factor of a deal – the frequently underestimated role of IT in M&A transactions
Lecture content

This lecture explains the interfaces between M&A and IT. It makes little sense to revert to a standard catalogue of guarantees when conducting due diligences and structuring contracts in the technology sector. Technological progress necessitates new approaches.

Target group

Corporate M&A officers

Duration

60 minutes

Dealings with the Commercial Register
Lectur content

The lecture is aimed at people without legal expertise or at legal practitioners who have no previous experience with the German Commercial Register (Handelsregister). It aims to inform listeners of the Register’s functions, enable them to read and interpret Register entries and to make use of its research possibilities. It also explains the sequence of entries made in the Commercial Register. The lecture describes the standard documents which have to be handed in to the Commercial Register and clarifies the necessary formal requirements. The lecture is an excellent accompaniment to the lecture "An introduction to corporate law”.

Target group

Employees in enterprises dealing with the preparation, administration and documentation of corporate resolutions.

Duration

30 minutes

Transformation law and transformation tax law
Lecture content

In a “tour d'horizon” the lecture introduces the manifold possibilities of transforming enterprises offered by the German Transformation Act (Umwandlungsgesetz, UmwG) and simultaneously explains the tax consequences and risks.

Target group

Legal practitioners in general

Duration

120 minutes

Transformation measures
Lecture content

This lecture presents the various transformation possibilities of the German Transformation Act (Umwandlungsgesetz, UmwG) as well as those outside the framework of the Act.

Target group

Legal practitioners in general, interested employees

Duration

90 minutes

Transformation law – corporate and employment law aspects
Lecture content

The lecture explains the basic principles of transformation law, also focussing on the employment law implications of various transformation measures.

Target group

Specialists, legal practitioners in general

Duration

60 -90 minutes

Management board briefing – rights and obligations of the management board
Lecture content

The lecture provides an overview of the rights and obligations of management board members of a stock corporation (AG) and is suitable both as a refresher and as an “onboarding” event for new members.

Target group

Management board members of a stock corporation (AG)

Duration

90 - 120 minutes

Who is liable for the foreign subsidiaries? – compliance in international groups
Lecture content

The management of a group parent company also has an obligation to organise and monitor the compliance of its subsidiaries, whilst still observing the legal independence of the subsidiaries and the corporate legal structures. International corporate groups in particular face the threat of conflicts between the group headquarters and the regional management, as well as between the different legal systems and cultural circles. The lecture describes the legal situation from the German perspective and gives practical tips.

Target group

Corporate compliance officers

Duration

30 minutes