FPS advises companies of all sizes on matters relating to their internal constitution, the division of labour between the executive bodies, the drafting of rules of procedure and any other checks and balances that a well-managed company must have. This extends to the rules of corporate governance – taking into account corresponding standards in the home countries of the group’s parent companies where necessary – and to the adherence to conduct obligations prescribed by corporate and public law (compliance).

Our advisory services include drawing up internal company constitutions, drafting and implementing rules of procedure for the management, executive board, supervisory board or advisory board and implementing the German Corporate Governance Code.

Even in matters concerning corporate law, conflicts are not always avoidable. Accordingly, it goes without saying that we are also on hand to assist our clients when disputes arise involving shareholders, the management and members of the executive or supervisory board. The priority here is on out-of-court dispute resolution. If this is unsuccessful, we also represent our clients in mediation, court and arbitration proceedings. Finally, we also specialise in pursuing and defending claims arising from business purchase agreements as well as enforcing non-compete clauses.

FPS has profound expertise when it comes to the foundation of companies, regardless of the legal form. We advise on the foundation of new companies as well as the establishment of real estate funds and also provide the necessary legal support.

It is not uncommon for a developing company to have to adapt its structure. We help our clients to devise and implement such reorganisation measures. In doing so, we find individual solutions that take into account aspects covered by corporate law as well as tax, employment, commercial and antitrust law.
In addition, we also advise on transformations, including changes of legal form, mergers, spin-offs and company demergers, and help to implement these processes.

FPS advises numerous public limited companies and limited liability companies at their general meetings and shareholders’ meetings. Besides providing notarial support, we also offer legal advice on the organisation and content of the meetings and advise on the company’s overall strategic direction.

Successful transactions require careful planning and structuring, both in terms of content and time. Our M&A experts not only perform due diligence and draft the contract, but also handle the subsequent contract negotiations and manage the project in the post-closing phase.

We advise domestic and foreign companies on both the buyer and seller side on M&A projects, private equity and venture capital transactions, management buy-ins and buyouts and corporate cooperation projects (joint ventures). Here, we draft and negotiate confidentiality and exclusivity agreements (letters of intent) as well as contracts covering company acquisitions and investment agreements.

In all M&A transactions, we establish a close and trusting working relationship with our clients’ auditors and tax consultants, determine how to optimally structure the transactions for tax purposes and ensure compliance with antitrust requirements.

Due to the tightening of legislation and case law following the financial crisis, the personal liability of managing directors as well as members of executive and supervisory boards has taken on practical significance. Accordingly, we advise our clients on liability matters involving executive bodies in internal and external relationships as well as in the area of D&O insurance. Our clients benefit from our many years of experience in the field of liability law for the liberal professions and from our trusting working relationships with insurers.

Our work particularly includes drafting and negotiating executive board and managing director contracts, advising members of supervisory bodies, advising on co-determination issues and representing clients in and out of court in liability matters.

If a restructuring plan fails, our experts are on hand to support not only business owners and management teams, but also stakeholders, including in relation to insolvency law issues and challenges. In the event of a crisis involving a business partner, this starts with advising companies on maintaining and continuing business relationships and extends to safeguarding and asserting security rights and claims, both before any insolvency proceedings have begun and after. FPS also advises on matters concerning supplier and banking pools. Other areas covered by our insolvency law advice include issues relating to IP/IT law, tax law and tenancy and real estate law.

Our experts actively support companies in judicial reorganisation proceedings. Insolvency protection proceedings and company voluntary arrangements for reorganisation proceedings can significantly contribute to the success of reorganisation measures. With our many years of experience in dealing with insolvency proceedings and our broad set-up in all relevant areas, we are a strong partner in difficult times. In their roles as chief restructuring officers and authorised representatives, our lawyers make a responsible and significant contribution to a company’s reorganisation.

Mergers and acquisitions are part of any commercial law firm’s standard repertoire. In exceptional situations, however, such as an economic crisis where there is considerable time pressure and many interests, special knowledge and experience are required. By adopting an economic and strategic perspective, we advise sellers and buyers in the context of corporate transactions in a crisis environment – in pre-insolvency share or asset deals, in reorganisation measures by transfer in the context of insolvency proceedings, or by way of an insolvency plan.