Corporate

Your group or your company needs to be restructured, is facing a strategic transaction or a critical dispute with shareholders, stakeholders or corporate bodies. For these complex projects, you are looking for outstanding, tailor-made legal advice in corporate law.

We offer excellent and innovative legal solutions, which we will further develop together with you to achieve tailored and legally secure results. We build a team for you and your project, led by experienced corporate lawyers and integrated with colleagues from other legal disciplines, such as M&A, capital markets and tax law, in order to address issues comprehensively and to achieve the best results for any issue you may face.

Contacts

Michael Brellochs, LL.M.

Rechtsanwalt (Lawyer), Attorney-at-Law (New York)
T +49 89 28628 468
Martin Neuhaus, M.B.L.-HSG

Rechtsanwalt (Lawyer)
T +49 211 49986156

>>Show Team

OUR SERVICES

We advise listed and non-listed companies and groups, financial institutions, investors, family-owned businesses and board members on all aspects of corporate governance, board remuneration and liability, corporate and capital markets transactions, reorganisations, M&A transactions, general or shareholders' meetings and corporate law disputes.

CORPORATE GOVERNANCE, BOARD ROOM ADVICE

Designing and reviewing of corporate governance structures and relevant rules (e.g., articles of association, rules of procedure for management, supervisory and advisory boards, internal policies), diversity and inclusion in executive positions and bodies
Advising management boards, supervisory boards and other senior executive bodies and their members in order to prevent breaches of duty (business judgement rule and expert opinion reliance) and on all liability and criminal law issues in connection with their activities, especially M&A transactions and in compliance-relevant situations
Activism preparedness and activism defense
Capital markets, investor and stakeholder communication
Disclosure and reporting obligations under the EU Market Abuse Regulation (MAR) and the German Securities Trading Act (Wertpapierhandelsgesetz) (particularly insider law and ad hoc publicity), voting rights notification, managers’ transactions
Remuneration of management and supervisory board members, compensation and incentive models for board members/employees, including stock option programmes and long-term incentive plans (LTIPs)
Management board members’ and managing directors’ service contracts
Design and review of compliance organisations and corresponding corporate governance structures
Internal investigations in connection with compliance issues and assessment of follow-up issues under corporate law
Advising companies and board members on white-collar criminal law

Further information can be found at Compliance & Internal Investigations and ESG

CORPORATE AND CAPITAL MARKETS LAW TRANSACTIONS, GROUP STRUCTURING

Reorganisation and structuring of corporate groups, measures designed to optimise group structures and safeguard them from liability,
Carve-outs of group divisions (be it in the context of M&A transactions, IPOs or spin-offs/demergers)
National and cross-border reorganisations, mergers, demergers and other conversions, cross-border relocations of the legal seat
Squeeze-outs, delistings
Founding and use of SEs (Societas Europaea) or companies with foreign legal forms
Intragroup agreements (particularly control and profit and loss transfer agreements) and other corporate organisational agreements
Capital measures, in particular capital increases and rights issues
Share repurchases (including buyback programmes)
Employee co-determination, especially in group structures
Reviewing cost and tax structures and existing processes within the group (incl. risk management)
Cash-pooling systems

Further information can be found at Capital Markets

M&A TRANSACTIONS

Preparing and implementing strategic M&A transactions (including reorganisations such as mergers or spin-offs and carve-outs)
Public takeovers and taking-private transactions (including entering into intragroup agreements, squeeze-outs and delistings)
Takeover prevention and defense
PIPE/anchor investor transactions
(De-)SPAC transactions
Carve-outs in the context of M&A transactions
Joint ventures

Further information can be found at M&A

GENERAL AND SHAREHOLDERS’ MEETINGS

Preparing and conducting general and shareholders’ meetings of listed and non-listed companies, particularly in critical” situations such as squeeze-outs, conclusion of intragroup agreements, changes in legal form, compliance-relevant situations and critical situations in family owned companies
Partners’ meetings of partnerships
Advising board members and meeting chairs on organising and conducting shareholders’ meetings

FAMILY-OWNED COMPANIES

Organising and structuring family-owned companies and their corporate governance
Advising entrepreneurial families, including on generational change/succession matters
Acquisition and sale of family-owned companies, IPOs and financing of family-owned companies

Further information can be found at Family-owned businesses and private clients

DISPUTES INVOLVING COMPANY LAW

Advice on corporate law related disputes, particularly following general and shareholders’ meetings, e.g. actions for avoidance or annulment, clearance proceedings (Freigabeverfahren), appraisal proceedings (Spruchverfahren) and related settlement negotiations
Directors’ and officers’ (D&O) liability and insurance
Company valuations (by our own Advisory team)

Further information can be found at Corporate & Financial Litigation, Arbitration and Advisory

YOUR BENEFITS

Result-Driven

With a client-centric attitude, we like to be measured by what we achieve for our clients when handling projects at all levels, whether the deal is headline-making or not. The key to this is our full service advice, cutting-edge expertise and market knowledge, and is demonstrated by our ability to lead projects worldwide.

Team-Oriented

Trust and loyalty are essential to us in building and maintaining long-term client rela-tionships. We enable trust by our commitment to combine technical excellence with market-leading experience for our clients’ benefit, particularly in challenging situations.

Innovative

Noerr delivers outstanding performance in corporate and M&A legal advice. In a constantly changing world, we proactively challenge our approach to established perspectives. Entrepreneurial by nature, we are inspired and driven by the desire to innovate, both in business and law.

SELECTED PROJECTS

Excellent legal advice

We are one of the most sought-after corporate law firms in Germany. For this trust in the quality of our advice and the successful development of our corporate practice, we were again awarded “Law Firm of the Year for Corporate” in 2021 by the recognised industry magazine JUVE.

Allianz Group

Advising on global reorganisation of Long-Term Incentive Plans (LTIPs) and their financing

Bayer

Advising on the divestment of Bayer’s global digital farming business as a condition for the acquisition of Monsanto

BEFESA

Advising Luxembourg-based BEFESA S.A., listed on the Frankfurt Stock Exchange, on the acquisition of the US company American Zinc Recycling Corp. and a capital increase to finance the acquisition

CECONOMY

Advising on agreement with Convergenta to simplify MediaMarktSaturn's corporate structure, including capital increase against contribution in kind and issuance of convertible bonds as well as on shareholder disputes

comdirect bank/Commerzbank

Advising comdirect bank AG comprehensively in the context of the merger announced by Commerzbank AG of the direct bank with Commerzbank by absorption (known as a squeeze-out under the law on corporate conversions) in a virtual general meeting

Daimler

Advising on the investment in the global ride-hailing joint-venture Taxify

Deutsche Börse

Advising the Supervisory Board in connection with insider trading allegations against the former Chairman of the Executive Board

Deutsche Finanzagentur

Advising the agency representing the German government on the financial markets on a stabilisation package for TUI AG through the federal Economic Stabilisation Fund

Deutsche Telekom

Advising on the establishment of a joint venture to build and operate four million fiber-optic lines as well as on a joint venture agreement on an investment in fibre infrastructure with EWE AG

Generali

Advising on reorganisation in connection with the sale of the German life insurance business to Viridium Group

HelloFresh

Advising on capital increase, conversion into an SE, preparing for the IPO and general meetings

Kering

Advising on the reduction of its shareholding in PUMA S.E. by way of a cross-border dividend in kind and on the sale of further PUMA shares by way of an accelerated bookbuilding procedure

KPS Capital Partners

Advising on the acquisition of the aluminium rolling business of Norsk Hydro in a carve-out transaction

Omnicom

Advising on the creation of the global new “Team X” division

Panasonic

Advising on the carve-out and sale of the Vossloh-Schwabe Group in a bidding process to the financial investor Fidelium Partners

RIB Software

Advising on IPO, various capital increases, takeover bid by French Schneider Electric SE and subsequent squeeze-out under stock corporation law

Rocket Internet

Ongoing advice on stock corporation and capital markets law, including conversion into an SE, general meetings and several complex reorganisations/conversions within the group

Schwarz Group

Advising on the acquisition of waste management and recycling assets in a carve-out transaction from SUEZ

Scout24

Sale of AutoScout24 in a carve-out transaction to Hellman & Friedman; structuring as well as implementation of new group-wide long-term incentive plan for all executives of the Scout24 Group

TAG Immobilien

Ongoing advice on stock corporation and capital markets law, including general meetings, squeeze-outs and concluding intercompany agreements plus, several equity and debt issues

What others say about us

Law firm of the Year for Corporate 2021, JUVE Awards

“A pillar among domestic German firms, with an excellent international outreach, Noerr continues its success streak spanning several years. Trusted by international investors and domestic giants alike, the firm boasts an impressive clientele of high-profile international and German companies alike.

“They are definitely top level. Their skill, knowledge, responsiveness and personality of lawyers are above all others on their level. A very professional firm with exceptional quality.“

Law Firm of the Year 2020, Chambers Europe Awards

“Absolutely recommended for structuring, designing and implementing complex transactions.”
Client in Legal 500, 2021

“Extremely service oriented and deep understanding, not only of legal issues but also of capital market interrelationships.”
Client in Legal 500, 2021

“A real asset of the firm is its experience in international transactions, which is achieved thanks to a good network of international partner law firms.”
JUVE, 2019

“Noerr’s corporate law practice ‘combines legal excellence with a pragmatic (...) approach’.”
Client in Legal 500, 2019

“In addition to outstanding expertise and detailed knowledge as well as well-founded and targeted advice, especially in the procedures and dealings with supervisory authorities, Noerr is characterized by an extraordinarily in-depth analysis and the development of comprehensive but at the same time pragmatic solutions. Excellent contacts in relevant units.”
Client in Legal 500, 2021

“Do an amazing job. Very high input.”
Client in Legal 500, 2021

“Excellent legal knowledge in liability and corporate law, assertive, fast and solution-oriented.”
Client in Legal 500, 2021

“... they are always professional and the lawyers are highly qualified with a very large wealth of experience.”
Client in Chambers, 2021

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