Corporate law / M&A

Optimal financing is the key to any corporate success. FPS advises companies on all legal and tax-related aspects of financing their business, especially in connection with capital endowment and maintenance, investment financing and M&A transactions. We also advise institutional investors and banks on all matters concerning corporate financing, particularly in relation to mezzanines, capital increases, bonds and traditional loans. In addition, we provide comprehensive legal support in matters relating to group and acquisition financing, the analysis and optimisation of the collateral situation and the drafting of controlling and profit transfer agreements.

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.

Succession planning is of crucial importance, especially for medium-sized and family-owned companies. FPS advises domestic and foreign clients on succession arrangements with interdisciplinary teams of lawyers and notaries specialising in corporate, inheritance and tax matters. We solve any such issues in close cooperation with the contact persons at the auditing firm and tax consultancy or other advisors working on behalf of our clients. Together, we devise tailored solutions for our clients when implementing risk prevention measures, drawing up succession arrangements (such as transfers during someone’s lifetime or testamentary arrangements in the event of death, contracts of inheritance, sales scenarios), optimising tax affairs upon succession and executing wills. In addition, we provide representation and mediation in connection with inheritance disputes.

We advise on joint ventures, alliances and minority shareholdings, which are becoming ever more important for international companies from a strategic perspective. In our corporate law practice, we assist clients from various sectors. This may include joint ventures as individual transactions or as part of larger restructuring measures and reorganisation plans for existing companies, the redesign of project-based joint ventures to pool expertise and technologies, exit joint ventures for a phased exit from business areas and the use of joint ventures as a tool for market entry in emerging economies.

Our expertise extends into related areas of law such as regulation, taxation, employment law, commercial law, environmental law and intellectual property. With our network, we offer a coordinated, comprehensive service for cross-border joint ventures.

Our advice addresses problems and pitfalls, including voting rights, regulatory approval procedures, exit strategies, valuation issues and governance risks. Our aim is to achieve results that enable our clients to negotiate business matters with confidence.

FPS supports companies with all aspects of corporate housekeeping, from foundation and compliance to transactions. Our experienced team of experts assists with due diligence, contract negotiations and transaction structuring. We minimise legal risks, ensure compliance and facilitate successful transactions. With individual solutions and extensive industry knowledge, we provide an excellent service to help our clients achieve their business goals.

Global logistics is a complex network of different modes of transport by land, air and sea. This system is exposed to significant risks – logistics providers and forwarders therefore need legally watertight contracts and legal advisors who know the business inside out. Our law firm provides legal services from one single source, whether devising the logistics concept, drafting entire contracts – including formulating and revising general terms and conditions – or representing clients in disputes. We represent carriers, shippers, loading agents, consignees and insurers who provide freight forwarder’s liability and transport cover in out-of-court and judicial disputes involving liability for damage in transit and other legal issues. If necessary, we draw on a network of specialist law firms in many European countries and beyond. Our lawyers are also founding members of the Chinese European Legal Association (CELA), which was set up in 2008 to support and promote dialogue and interaction between China and Europe in the fields of law and legal culture. CELA runs the Chinese European Arbitration Centre GmbH (CEAC), which focuses on dispute resolution.

In the area of distribution and franchising law, FPS advises both authorised dealers, such as major car distributors, as well as car manufacturers. We also assist brand manufacturers in the luxury goods, fashion and food segments as well as in the restaurant, hotel and retail sectors. We draft contracts for both franchisers and franchisees. FPS has excellent industry contacts and provides support for foreign franchise systems on the German market.