Corporate law

Comprehensive advice on setting up, restructuring, acquisition or sale of the company
Corporate law

Corporate law has many facets and interfaces with other areas of law

We advise companies, shareholders and executive bodies in all areas of the law of partnerships and corporations as well as in the fields of association and foundation law. Our service also includes support for you and your company in every phase of its development: Do you want to set up a company, grow through a company acquisition or merge with a partner company? Are you planning to restructure your company or change its legal form? A generational change is imminent and you need to think about the retirement of your senior managers/owners? A conflict is emerging among the managing directors or partners or there is even a threat of liability? Our experts and specialist lawyers will support you with their expertise and experience throughout the entire process. 

What you can expect from us

Why dhpg?

We think entrepreneurially and across disciplines

We know the needs of medium-sized businesses. Why? Because our own DNA is that of a medium-sized company. That is why we know that hardly any issue can only be solved one-dimensionally in the area of corporate law. That is why we always consider all implications. This applies in particular to tax law and all business aspects, but also to inheritance and family law, for example.  

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One contact person

Whether it be a GmbH, KG, GbR or UG - questions of corporate law always spill over into other disciplines such as tax law, inheritance law or family law. That is why we work for you on an interdisciplinary basis and consult our specialists case by case. Nevertheless, you can be sure that you have only one contact person who coordinates everything for you.

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Consulting as equals

Our consultants think along practical and entrepreneurial lines. Experienced in their fields, they show you practical designs and feasible pathways while supporting you in their implementation. So that everything works smoothly for you and you achieve the desired results.

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Internationally networked

Corporate law issues do not stop at national borders. It's good to have experienced partners at your side in 120 countries. No matter what questions you may have, we always have the right contact person in our partner network Nexia International.

Your contact persons for company law

Would you like to get together for a personal meeting to obtain advice? We would be happy to schedule a non-binding appointment with you so that we can get to know each other. We look forward to your call or e-mail and to meeting you.

To the contact persons

FAQ - Questions on the subject of corporate law

Which legal form is the right one for my company?

GmbH, KG, OHG, GmbH & Co. KG, GbR or UG? Keeping track of different legal forms and deciding which legal form is right for your company can sometimes be challenging. Businesses and companies are moreover subject to constant change. Shareholders join or leave or want to pass the company on to the next generation. It is therefore not surprising that corporate law is closely linked to the strategic planning of a company or a partnership, but also to other areas of law. Thus, the choice of legal form is also a far-reaching decision. Legal forms provide information on how a company is structured and financially endowed or what claims can be made against it and who is liable for it and how. A strategic goal cannot always be pursued with the chosen legal form. In this context, it is particularly important to keep an eye on the tax and civil law issues involved in the change of legal form, and not just in terms of corporate law. In these cases, it makes sense to think about adapting the legal form:

  • Spin-off of a part of the company
  • Fiscal motives
  • Growth and financing targets
  • Questions of liability and limitation of liability (asset protection)
  • Entry and withdrawal of shareholders
  • Merger, acquisition or separation of companies
  • Preparing asset and company successions 

Just get in touch with us if you would like to develop or change your company and this could also mean having a look at different legal forms. Thanks to its interdisciplinary team, dhpg ensures that you achieve your goals sustainably.

What services does dhpg provide in the area of ongoing corporate law advice?

The complexity and diversity of corporate law requires a broad spectrum of expertise when lawyers advise their clients. Our areas of advice include inter alia:

  • corporate law, in particular stock corporation law, limited liability company law and group law
  • law on partnerships
  • law on associations and foundations
  • transformation law


In addition, especially in cases involving

  • company succession and inheritance law structuring,
  • the preparation and conduct of shareholders', general and members' meetings,
  • insolvency and liquidation,
  • directors' and officers' liability and corporate law disputes,

legal advice and support should be provided by an experienced lawyer.
 

Which phases are to be distinguished in a mergers & acquisitions process (M&A process)?

Overall, the acquisition or takeover of a company (deal) can be divided into three stages in which both buyer and seller are well advised to seek ongoing legal and tax advice: the preparation, transaction and integration phases. Once the buyer has selected a company (screening), the company is approached, with this then being followed by a letter of intent and due diligence. Based on the results of the due diligence, further planning of the takeover is then carried out, in particular valuation of the company and the price and contract design. Depending on the parties involved in the transaction, antitrust issues may still have to be reviewed or a notification may have to be made to the competition authority in charge. The M&A process ends with the conclusion of the contract. We support both buyers and sellers in the M&A process until the deal is closed. 

In which corporate law disputes is assistance by a lawyer or counsel in court necessary?

Irrespective of whether a lawyer is required to appear before the respective courts, it is advisable in a large number of constellations to entrust the conduct of proceedings and hearings to a lawyer, in particular in arbitration, mediation board or ordinary court proceedings, but also in the case of an out-of-court settlement of a dispute or mediation. 
You should also consult a lawyer in the following cases:

  • in the defence of claims
  • in the enforcement of, and defence against, non-competition clauses
  • in (compulsory) enforcement, attachment and interim injunctions
  • in process management and risk/cost analysis
  • negotiating and drafting arbitration agreements and choice of law clauses
  • in addition to securing evidence, also managing public relations work accompanying the proceedings
  • in legal disputes involving transnational matters.

Who is affected by the obligation to report to the Transparency Register?

The Transparency Register is a register for recording and making accessible information on the beneficial owner. All legal entities under private law and registered partnerships are obliged to file a report. This means that the obliged parties have to obtain the information and keep it up to date at all times in order to file a report whenever necessary.

At present, the reporting obligation does not apply (with this being referred to as Meldefiktion, which means that the obligation is deemed to be met even without a report being filed) to companies

  • whose details are already available in a qualified register, for example the Commercial Register, and can be retrieved electronically there,
  • which are listed in an organised market (§ 2 (11) of the German Securities Trading Act - WpHG) or are subject to standards equivalent with the corresponding transparency requirements of Community law.

It is planned that as of 1 August 2021 the above-mentioned Meldefiktion will cease to apply, so all legal entities under private law and registered partnerships will therefore be obliged to report to the Transparency Register. In order to avoid discrepancy reports and fines, it is recommended that a compliance system be set up to continuously collect, update and, if necessary, report the relevant information. 

Entrust a specialist lawyer for corporate law

dhpg's experts in corporate law will support you in every phase of your business development - from setting up the company, the choice of its legal form, any restructuring and all the way to business succession. Regardless of whether you are considering the divestiture or purchase of a business or a company: We remain your partner from the valuation of the business and due diligence to the preparation of transaction documents, in particular the company purchase agreement.  In all this, we consider an interdisciplinary approach to the transaction with all its economic, legal and tax implications to be an absolute must. Through the interaction of our experts from the various disciplines, we are able to identify potential pitfalls at an early stage and avoid wrong decisions. 

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