Noerr advises Mutares on conversion into an SE & Co. KGaA

24.07.2019

Noerr has advised the listed investment company Mutares on its conversion into a partnership limited by shares under German law (Kommanditgesellschaft auf Aktien – KGaA). The former German stock corporation (Aktiengesellschaft – AG) will in future trade as Mutares SE & Co. KGaA.

This change in legal form by Mutares is intended to create the structural prerequisites to maintain the decisive competitive advantage of rapid action and decision-making ability of the executive bodies also in the future. The management of the company, will in future be assumed by a European company (SE), whose management body is the executive board (Vorstand), as new general partner of the KGaA.

The company’s shareholders had adopted the change in legal form proposed by the management board and the supervisory board at the company’s annual general meeting held on 23 May 2019. The conversion has been completed with its entry in the commercial register. The shares of Mutares SE & Co. KGaA, which are listed in Deutsche Börse’s Scale 30 index, remain admitted to trading.

Mutares specialises in the takeover and reorganisation of companies and parts of corporate groups with operative development potential. Mutares operates worldwide with group companies in countries including Germany, the United Kingdom, Italy, France, Poland, Belgium, the Czech Republic, Mexico, China, Brazil, India and Morocco. In the 2018 fiscal year, Mutares’ holdings generated consolidated revenue of €865 million and had a combined workforce of over 4,700 employees worldwide. There current portfolio comprises 13 equity investments.

A Noerr team headed by Munich partner Ralph Schilha advised Mutares comprehensively on the design of its new corporate governance structure and on its conversion and also prepared and assisted with the annual general meeting. Noerr regularly acts for Mutares on stock corporation and capital market law issues and, for example, advised the investment company with respect to the IPO of its subsidiary STS Group AG on the Prime Standard of the Frankfurt Stock Exchange last year.

The KGaA continues to gain importance in practice, as it offers scope for tailor-made governance structures in a legal form which can be taken public. Noerr has particular experience in the conversion of companies into KGaAs and has also assisted Fresenius Medical Care and AURELIUS in this step.

Advisors to Mutares SE & Co. KGaA: Noerr LLP

Dr Ralph Schilha (team lead, Capital Markets, Munich), Dr Julian Schulze De la Cruz (Capital Markets, Frankfurt), Dr Patrick Mückl (Employment, Düsseldorf), Georg Edelmann (Tax, Munich)

Associates: Dr Lisa Guntermann (Capital Markets, Düsseldorf), Dr Julia Baldus (Employment, Munich), Dr Philip Schmoll (Capital Markets, Frankfurt), Mareike Götte (Employment, Düsseldorf), Dr Sebastian Leidel (Tax, Munich)

In-house counsel Mutares: Jan Thöle (General Counsel), Denis Ahluwalia (Tax)

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