Practice Areas
Business Law for Germany and the USA
We advise domestic and international companies, family-owned middle-market businesses, investment firms and startups on German and U.S. business law. Our advice is practical: we identify the risks and enable business rather than preventing it.
Corporate & Business Law
We advise companies and their shareholders from formation through ongoing structural matters to changes in ownership. Our work includes drafting organizational documents and shareholder agreements, equity financings and other capital measures, reorganizations under the German Transformation Act (mergers, spin-offs, entity conversions), strategic alliances and joint ventures, as well as ongoing corporate counsel to companies and corporate groups in Germany and abroad. In shareholder disputes, for example over resolutions, the redemption of shares or shareholder exits, we represent our clients in negotiations and in litigation. We advise managing directors, management boards, advisory boards and supervisory boards on their fiduciary duties and liability risks. Upon request, we also serve as trustees, interim managing directors or board members, including in the United States.
U.S. Law
International business practice is strongly shaped by U.S. law and U.S.-style contracts. Three of our lawyers were additionally educated in the United States; two of them are also admitted to the New York bar and to practice before the U.S. Supreme Court. We support German companies entering the U.S. market: from choosing the right type of entity and forming a U.S. subsidiary, through distribution and commercial contracts, to product liability and the parent company’s liability for its U.S. subsidiary. Conversely, we advise U.S. companies doing business in Germany. We draft and negotiate contracts in German and English, and in bilingual versions where required.
Mergers & Acquisitions
We advise buyers and sellers on domestic and cross-border transactions, whether structured as stock or asset purchases, and on controlling and minority investments. We structure and manage the deal process, coordinate legal due diligence and draft and negotiate the full set of transaction documents through signing and closing. Our focus is on middle-market companies and corporate groups, frequently with existing U.S. subsidiaries or affiliates. We also advise our clients on joint ventures and strategic alliances.
Distribution Law
Selling through sales representatives, distributors or dedicated sales subsidiaries often determines success in a market and at the same time involves considerable risks, particularly upon termination. We draft and negotiate domestic and international sales representative and distribution agreements, master supply agreements and global purchasing agreements, and we advise on distribution structures in Germany and abroad, including the United States. In disputes over commissions, the sales representative’s statutory termination indemnity under Section 89b of the German Commercial Code (HGB) or the termination of distribution agreements, we represent our clients in negotiations and in litigation.
Labor & Employment Law
We advise and represent clients in all matters of individual employment law and labor relations. This includes drafting and reviewing employment agreements, terminations of employment including separation agreements, and dismissal protection litigation, as well as works council matters and collective bargaining. We negotiate works council agreements, reconciliation of interests agreements and social plans in connection with restructurings and other operational changes, as well as company-level collective bargaining agreements. Where appropriate, we seek amicable solutions, including through mediation. Where necessary, we assert our clients’ interests with determination, both before the works council arbitration board (Einigungsstelle) and in the labor courts. In M&A transactions, we review the labor and employment implications of the deal.
Intellectual Property
Trademarks, designs, copyrights and technical know-how are among a company’s most valuable assets. We advise on protecting and commercializing these rights, draft license agreements, research and development agreements and nondisclosure agreements, and assist in enforcing and defending against claims, for example in trademark or copyright infringement matters. In doing so, we keep the interfaces with IT law and contract law in view.
Product Liability
Anyone who manufactures, imports or distributes products may be held liable for damage caused by defective products. In the United States, these risks are often considerably higher than in Germany. We advise manufacturers and suppliers on avoiding and limiting liability risks in supply and quality assurance agreements, support German companies with product liability matters in the United States and advise on new regulatory requirements for products, for example under the EU Cyber Resilience Act.
IT Law & Data Privacy
Digital business models and the processing of data shape almost every company today. We draft and negotiate technology contracts, from software licenses and SaaS agreements to IT project agreements, and advise on compliance with the EU General Data Protection Regulation (GDPR), for example on consent, notice obligations and data subject access requests. A growing focus is on legal issues relating to artificial intelligence and data processing. One of our lawyers is a certified data protection officer (IHK).
Commercial Leasing
Whether office, practice, retail or warehouse space: commercial leases often bind companies for many years and involve considerable economic risks. We advise landlords and tenants on drafting, reviewing and negotiating commercial leases and represent them in disputes, for example over rent adjustments, defects or lease terminations.
Conflict of Laws
In cross-border business, the first questions are which law governs and which courts have jurisdiction. We advise on choice-of-law, forum selection and arbitration clauses, on the applicability of the UN Convention on Contracts for the International Sale of Goods (CISG) and on the recognition and enforcement of foreign judgments, including service of process for U.S. lawsuits and the enforcement of U.S. judgments in Germany. We draft contracts with an international dimension in German and English.
Compliance & Corporate Governance
Compliance protects companies and their management from liability and reputational harm. We help build and enhance compliance programs tailored to the size and risk profile of the company, particularly for middle-market and family-owned businesses. This includes corporate governance, international compliance requirements, whistleblower protection and training for management and employees. Our goal is legal certainty in day-to-day operations, so that compliance enables business rather than preventing it.
Litigation & Arbitration
We represent companies in asserting and defending against commercial claims in court, including preliminary injunctions, and in domestic and international arbitration proceedings. In doing so, we always keep our clients’ business objectives in mind. Where appropriate, we pursue a settlement, including through mediation.
Corporate Seminars & Training
We share our knowledge. In our practice areas, we offer seminars as well as in-house and employee training, for example on contract drafting, international business law and U.S. contract law, labor and employment law, data privacy and compliance. Several of our lawyers can look back on many years of experience as adjunct lecturers and instructors, including at Heilbronn University of Applied Sciences. We tailor content and format to your company, in German or English. Please feel free to get in touch with us so that we can define the content, scope and details together.