COMMERCIAL AND CORPORATE LAW

Business law consultation provided by A│L│P  encompasses the entire development of a business – from structuring and establishment, operative support, to sale or terminating operations.

To this end, if so desired we can also provide advice about the tax-related impacts that must be considered in the context of changes in company law. We furthermore work closely with our clients’ tax advisers and accountants, so that we are in a position to be able to advise when necessary on issues arising from company and tax law, and to offer a complete package.

We have particular expertise in the following core consulting areas of corporate law:

  • Establishment and structuring of companies
  • Routine corporate law consultation (“Corporate Housekeeping”)
  • Institution and management consultancy
  • Reorganisation law
  • M&A transactions
  • Resolving shareholder conflicts
  • Insolvency law
  • Company succession

SHAREHOLDER CONFLICT CONSULTATION

Shareholder conflicts can ruin a company. We always strive for the best business solution overall. We advise our clients in order to avoid conflicts and disputes and prior to court disputes. If settlement efforts fail, we assume representation in proceedings and assert our clients' claims resp. fight counterclaims. 

We regularly assist with settlement proceedings which can result in a split or gavelkind, or continuing the business under a new structure (new legal form, new articles of association, establishing and staffing an advisory board).

M&A TRANSACTIONS

We represent our clients' interests in M&A transactions as well as the acquisition and sale of companies or company shares with great personal commitment. We advise our clients in all strategic matters, and based on our experience from a wealth of transactions are very familiar with the perspectives and expectations of the parties.

Our goal is to develop optimal structuring for the specific transaction and to take tax-related issues into consideration too, if so desired. Depending on whether our customer is an owner, investor, manager, or creditor to the transaction, we support them in the successful preparation and implementation of disinvestment, the integration of newly acquired companies, or in reinvesting proceeds acquired from divestments.

SUCCESSION PLANNING AND REORGANISATION OF FAMILY BUSINESSES

We view succession planning as a key part of our remit in matters concerning family-owned businesses.

Succession planning one component of the strategic business planning, and requires time, patience, and attention. This process is of great importance, and entails naming a successor or optimizing matters of capital transfer tax, nor can it be compared with a senior member leaving the company. Every entrepreneur should always take the necessary measures to ensure the company's survival and continuation in the event of his or her departure, no matter the circumstances.

We develop clear articles of association, which guarantee a clear distinction between the duties of the executive board, company assets, and, if necessary, a control committee (supervisory board, advisory board). Differentiated articles of association facilitate consequential succession planning where business management and business ownership are split, and control functions required to protect the business continuation can be implemented (separation of property and control, e.g. by establishing business foundations).

We also assume the imperative coordination of testament and company agreement, as well as reviewing continuation, succession, and accession clauses with regard to their civil, commercial and tax-related legal implications. Here it is also important to adapt older company agreement stipulations to the change in circumstances, and to integrate property rights and compulsory portion claims into the succession concept. 

We work hand in hand with tax advisers and auditors to develop optimal structuring solutions in due consideration of the tax-related questions that arise, with particular consideration given to the inheritance and capital transfer tax implications.

© 2018 A|L|P RECHTSANWÄLTE PARTNERSCHAFT