Corporate Law
Foundation, growth, succession or reorganisation of a company: corporate law advice from a single source
Corporate and capital markets law are a focus of PwC Legal’s advisory services. In close cooperation with our colleagues in the global PwC Legal network and our tax colleagues at PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, we not only answer the question of the appropriate legal form, but also support companies in all structural decisions relating to corporate and capital market law.
The legally compliant positioning of a company can quickly become a challenge, especially with regard to issues that need to be assessed across borders. From the establishment of a company, the support and preparation of general meetings and shareholders’ meetings, to the transformation of the company or the reorganisation of corporations or groups of companies, our team of experienced lawyers offers comprehensive legal advice on all topics of national and international corporate and capital market law.
Corporate law
Our corporate law practice focuses on national and cross-border corporate and capital market law advice for listed stock corporations, as well as corporate law advice for medium-sized companies and family-run partnerships and corporations. Another focus of our corporate law practice is the implementation of complex reorganisation and restructuring efforts, as well as the preparation and implementation of general meetings and shareholders’ meetings, or an expert opinion on complex corporate law issues in matters of directors’ liability.
This is how PwC Legal supports you
Our lawyers advise you on:
- The choice of legal form and the formation of companies of any legal form (AG, SE, GmbH, KGaA, KG, GmbH & Co. KG, oHG, GbR, etc.)
- Memoranda of association, articles of association, rules of procedure, syndicate, voting agreement, group or joint venture agreements, as well as inter-company agreements within the meaning of Section 291 German Stock Corporation Act (AktG)
- The conception of acquisition structures for investors, taking into account national and international corporate law forms
- Corporate, group and capital market law issues relating to companies of all legal forms, shareholders, executive bodies and members of executive bodies
- Questions on transformation law (merger, spin-off, demerger, split-up and change of legal form – on the basis of German transformation law and taking into account cross-border situations)
- Questions on corporate co-determination
- Issues relating to capital measures of all kinds, in particular, the issue of bonds and shares
- Legal issues relating to IPOs, delistings and squeeze-outs under conversion or stock corporation law
- Legal planning, and the provision of guidance in relation to shareholders’ meetings and general meetings
- Capital market law issues, including corporate governance
- Ad-hoc publicity, prohibition of insider trading and other obligations under capital market law
- Shareholder disputes and litigation
- The conception and implementation of corporate compliance measures
Stock corporation law occupies a special position within corporate law advice. As a result of continuous amendments to the law and a close interlocking with capital market law, it has now reached a level of complexity that requires extensive expertise in corporate law, as well as in economic and tax law from the lawyers advising the clients. PwC Legal supports you with qualified specialist lawyers and in close cooperation with tax advisors from PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft in all matters of stock corporation law.
Our lawyers advise on:
- The formation of a public limited company or a “Societas Europaea” (European Stock Company, SE)
- The organisational set-up and compliance structure of a public limited company
- Issues of stock corporation and capital market law
- The submission of (and defence against) public takeover bids
- Advising and representing corporate bodies in the area of liability and remuneration of managing directors, board members, supervisory board members and executives
- Representation of issuers in rescission and nullity legal efforts against resolutions of the general meeting, including representation in release proceedings
- Appraisal proceedings, special audits, proceedings to compel the disclosure of information, the judicial appointment of members of the Executive Board and Supervisory Board and proceedings before the Federal Financial Supervisory Authority (BaFin)
Our lawyers advise on:
- The choice of legal form
- Company formation
- Review and drafting of partnership agreements and articles of association
- The acquisition and sale of companies or holdings
- Legal Due Diligence
- The planning and implementation of business succession
- Shareholder disputes or changes
- Dissolution and liquidation of companies
In view of the fact that most companies are subject to constant change, it should be reviewed at regular intervals as to whether the current legal form meets the current needs and ideas of the shareholders. The reasons for a possible conversion can be motivated by company law, as well as tax law. With us, you will find a team of experienced lawyers who work closely with our tax experts at PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, and who will support you with their extensive expertise in transformations.
Our lawyers advise on:
- Mergers
- Demergers (split-off, split-up and spin-off)
- Change of legal form
- Transfer of assets
- Purely domestic, as well as cross-border transformations with the involvement of our international PwC Legal network law firms
Many companies need capital for their operational growth, and for necessary investments. The capital market offers a variety of financing options for this purpose, both through equity and debt capital. However, regulatory requirements have been increasing for years, so that issuers and issuing banks are facing growing regulatory challenges in the implementation of capital market financing. Transactions on the capital market and capital market financing, therefore, require a high degree of preparation and compliance. We support companies in their capital market projects with individual and innovative structuring, regardless of whether it concerns an IPO, a public takeover, or whether crowdfunding is pending.
Our lawyers advise on:
Capital market transactions:
- Initial Public Offerings (IPOs)
- Capital measures of listed companies
- Public takeovers
- Public purchase offers (including public self-tender offers)
- Exclusion of minority shareholders (squeeze-outs)
- Delistings
Capital market financing:
- Listing
- Capital Management Company permit
- Prospectus
- Structuring of open and closed-end funds
- Crowdfunding
- Corporate bonds
- Structuring hybrid financial instruments: profit participation rights and atypical silent partnerships
Compliance risks lurk everywhere, and can become major legal challenges for companies. Sometimes, there is a threat of high fines, considerable damage to the reputation of the companies concerned, and the termination of contracts by business partners. To prevent this from happening in the first place, our lawyers will assist you in identifying and assessing company-specific compliance risks before they can materialise. Based on a corresponding risk analysis, we work with you to determine the extent to which there is potential for optimisation with regard to existing corporate structures, in order to reduce your compliance risks in the most effective way possible.
Our lawyers advise on:
- The implementation of compliance risk analyses and risk assessment
- The improvement of compliance-relevant processes and communication structures
- The development of compliance-specific guidelines
- The implementation of training measures and the development of training concepts
- Conception of content for compliance reporting
- The implementation of whistleblower hotlines
- And the provision of day-to-day support for compliance officers
Company leaders are faced with a daily flood of decisions to be made. In doing so, they have to observe numerous national and international legal requirements – with far-reaching potential liability consequences for the company and themselves. PwC Legal advises on these complex situations, and on claims for breach of corporate governance or corporate compliance rules. You will benefit from our expertise in white-collar crime and our interdisciplinary teams of experts. Given that investigations against Board members and Managing Directors are always accompanied by heightened public interest, we also coordinate comprehensive internal and external communication upon request.
Our lawyers advise on:
- Issues in operational risk management, e.g. compliance clauses in contracts and due diligence
- Liability issues of executive bodies, including on the basis of out-of-court fact-finding by our colleagues at PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft – Forensic Services
- And offer assistance and representation in official and judicial proceedings, as well as in out-of-court dispute resolution
Corporate responsibility within the scope of sustainability, in relation to environmental concerns and human rights and governance, is also playing an increasingly important role in company law. Under the umbrella terms of corporate sustainability and corporate social responsibility, corporate sustainability is increasingly becoming the focus of national and international legislators. As a result, regulatory initiatives closely linked to the sustainability discourse continue to proliferate. Our experts can advise you on current developments, on how to balance the interests of shareholder value with those of corporate sustainability, and support you in connection with the implementation of corporate sustainability requirements.
Our lawyers advise on:
- The development of structures and criteria for the integration of ESG goals into the corporate governance efforts of companies and corporations
- Existing legal obligations of companies in national and international supply chains (Supply Chain Due Diligence Act)
- The development of corporate governance arrangements aligned with international standards in relation to ESG sustainability issues
Reorganisation and Restructuring
Companies, groups of companies and corporations are subject to constant adjustment vis-a-vis changing circumstances due to shifting economic or social circumstances, or due to personal developments within the circle of shareholders. PwC Legal provides support in this regard by advising on corporate law in the area of corporate transformations, reorganisation and restructuring of companies, groups of companies and corporations – on both a national and international level. In addition, our advisory services also include advice on carve-outs and capital measures. Our advice always focuses on the tax and economic implications of corresponding changes for companies – both locally and globally.
This is how PwC Legal supports you
Our lawyers advise you on:
- Reorganisations and restructuring
- Carve-outs
- Financial constitution of the company
- Insolvency related issues
Transformation measures such as mergers, spin-offs, demergers, split-ups and changes of legal form are among the main areas of PwC Legal’s advisory services. We advise on the level of German law, as well as on cross-border corporate transformations.
Well-planned and managed carve-outs are part of the standard repertoire of companies today. Divested parts of a company are often the appropriate element in terms of inorganic growth strategies and gain in importance in times of greater economic and political uncertainty, especially for specialised investors. However, the spin-off of business units requires well-planned preparation and an experienced management team. Our experts support you with a clear implementation strategy and a focus on optimisation and growth.
Corporate financing via capital markets poses major challenges for every company. This applies, in particular, to the classic IPO, but also to other forms of transaction, such as capital increases. Our qualified lawyers specialising in commercial and corporate law advise companies, investors and shareholders on capital increases and other capital measures in and outside VC financing rounds, M&A and private equity transactions in corporate law, and in close consultation with our tax colleagues at PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft.
Our range of services includes, in particular:
- the preparation and implementation of complex capital measures
- the review and drafting of participation and shareholder agreements for the implementation of capital measures
- dispute management in shareholder meetings, capital increase measures and subscription right issues
If a company is in crisis, this results in a multitude of questions and challenges, the solution to which requires not only special expertise but also corresponding capacities. In addition to business management know-how, legal issues arise from insolvency law, for example. Our interdisciplinary teams of lawyers will advise you on all issues from a single source, so that companies can get through crises safely.
Our services include but are not limited to:
- Pre-insolvency structuring advice and the assessment of reasons for opening insolvency proceedings
- The preparation of reorganisation reports and insolvency plans
- The implementation of restructuring and reorganisation measures