As a multidisciplinary law firm, Schlun & Elseven Rechtsanwälte offers comprehensive legal advice on M&A corporate transactions in Germany. Our M&A lawyers examine the risks and opportunities in this area to promote your company’s growth efficiently. Regardless of whether mergers, takeovers or acquisitions are involved, we support you in all matters relating to the merger of companies or a change of ownership.

In particular, we offer qualified legal advice on company takeovers, which can take place in different ways depending on the ownership and company structure. We also advise you on the question of whether a share deal or asset deal is the more favourable decision for your individual company acquisition project from a tax and economic perspective. We subject all intended corporate transactions in the area of M&A to a careful due diligence review before we provide you with final advice. We apply the latest methods for early risk detection in various areas of the company and analyse its strengths and weaknesses.

Our German corporate law practice group also advises clients on the legal process of selling a company in Germany. Just like the acquisition of a company, this requires careful planning and implementation. Whether in the preparation of the sale or the marketing, negotiation, or implementation phase, our legal experts will support you in every phase of the sales process. In doing so, we always closely monitor the cross-jurisdictional challenges of such a process.

This also applies in the event that you close your company. We will support you in preparing the necessary documents, liquidating the company and deleting it from the commercial and trade register. Our corporate law team works closely with our contract and employment law experts. In this way, we can ensure that all legal and contractual obligations are complied with when closing a company and that the risk of legal disputes is minimised. Contact us today to find out more about our services in this area.

The ever-changing rules of German tax law can be very complex and pose significant business challenges. Whether for VAT, trade tax, corporation tax, income tax or capital gains tax, the relevance of the relevant standards to your business will depend on various factors, including the nature of the industry and whether your business can claim tax exemptions in certain areas. Our German tax lawyers will assess your company’s tax situation and advise you on your rights and obligations in tax investigations and potential tax disputes.

With entrepreneurial risk comes the danger that the managing director will be liable for the company with their personal assets. The legal requirements for personal liability – especially for executive bodies of corporations – have become considerably stricter in recent years.

Questions regarding the liability of managing directors and shareholders are often very complex and can generally only be answered based on the circumstances of the individual case. What is certain, however, is that shareholders’ liability depends on the company’s legal form. For example, the shareholders of OHGs have unlimited personal liability to creditors per § 128 HGB. Furthermore, a limitation of their liability towards third parties is generally ineffective. However, even for GmbH shareholders, who are generally not personally liable for the liabilities of the GmbH per § 13 Para. 2 GmbHG, personal liability can arise in exceptional cases.

In addition to advising on the rights and obligations of a managing director, we also support managing directors in resigning from office. Regardless of whether you wish to voluntarily resign from your position as managing director or distance yourself from it due to involuntary dismissal through dismissal or termination of the managing director’s contract – our corporate law lawyers will advise and represent you in any situation. The same applies to shareholders. Of course, we are also at your side in the event of exclusion and will be happy to answer any questions you may have. Contact us today to learn more about our services for managing directors and shareholders.

Ongoing legal advice from an expert lawyer usually ensures compliance with all relevant regulations in Germany and thus reduces the likelihood of legal disputes for companies. Should legal disputes arise, our lawyers will advise you on various dispute resolution options. Settling legal disputes through mediation and arbitration generally means less financial and time expenditure. In addition, out-of-court settlement is associated with less media exposure and thus reduces the risk of damage to your reputation. Arbitration is the method of choice for more technical disputes, as companies can be sure of supervision by knowledgeable experts.

However, if such a solution to the dispute is not possible, our experienced lawyers will also represent you in court with the necessary commitment to achieve the best possible result.

Our corporate law lawyers are available to answer all your questions about shareholders’ meetings and general meetings in Germany. We will ensure that you are fully informed about the cases in which meetings must be convened and which regulations you must comply with when holding general meetings or shareholders’ meetings. If the regulations laid down in laws or articles of association are not observed with the necessary strictness, there is a risk that the resolutions passed at the AG or GmbH meeting will be null and void or contestable.

Therefore, It is advisable to consult an expert in corporate law in advance, who will advise you of the requirements to be observed here and create the legal and organisational basis for a proper meeting.

Building a successful business is challenging, and ensuring it remains prosperous is an even more significant challenge. With the right business succession plan, it is possible to safeguard the company’s prosperity and ensure that future generations benefit from its continued growth. Every company and situation is different, so our commitment to tailored solutions is crucial. Expert advice is needed to make the right decisions. At Schlun & Elseven Rechtsanwälte, our lawyers will advise you on the options available, oversee the legal requirements to follow through with the desired plan and provide solutions based on your goals and your company’s characteristics.

Our corporate lawyers also advise clients regarding their options for establishing a company under a covert trust agreement (“Treuhandvereinbarung”). Such mechanisms are allowed as long as the situation is disclosed to the tax authorities in Germany. However, the law can be complex in this area, and working alongside experienced German corporate lawyers is strongly advised.

Our firm’s multidisciplinary approach enables your business to operate in a cost-efficient and time-saving manner. The comprehensive cooperation with our lawyers ensures that all legal requirements are taken into account in the management of your company, thus avoiding unnecessary legal disputes.

Our lawyers offer to draft and review contracts – regardless of the industry. They provide comprehensive advice on German employment law issues and also ensure that our corporate clients are fully informed about compliance requirements, developments in whistleblower law and the possibilities of German tax law.

By working with our firm on an ongoing basis and taking advantage of our full-service approach, your business will receive expert legal support that ensures it is always legally compliant. Building a relationship based on expertise, trust and reliability means that your business is in safe hands.