The saying “Marry in haste, repent at leisure” also applies to corporate law, and best friends (or boards) sometimes argue too.
The company structure that provides the best organisation of the joint undertaking depends on the number of shareholders, the capital requirements, the partners’ readiness to endorse responsibilities and the required degree of organisation.
During the start-up phase of a company, simple to manage corporate forms are likely to be preferred, while already in the growth phase, more stable and demanding corporate structures are often chosen.
The law governing corporations limited by shares (Aktiengesellschaften) is the main discipline of corporate law. There is no other corporation form that has such a considerable volume of rules and a high potential for dispute and liability for the company bodies, nor is there any other company structure for which the entrepreneurial decision-making was so extensively regulated by the legislator and made prone to litigation.
Business judgement rules, corporate governance, risk management systems and compliance guidelines are a challenge for the management and supervisory boards. The same applies to the statutory disclosure and information requirements, as well as to the organisation of general meetings.
Range of services
● Corporate law
- Creation of and consultation for business partnerships
in form of general partnerships (OHG), limited partnerships (KG),
partnerships limited by shares (GmbH & Co. KG),
professional partnerships (PartG) and
partnerships under civil law (GbR)
- Creation of and consultation for stock corporations
in form of limited companies (GmbH), Ltds,
entrepreneurial companies (UG),
public limited companies (AG) and
partnerships limited by shares (KGaA)
- Preparation, execution and record keeping of shareholder meetings
- Verification and drafting of shareholder agreements and
articles of incorporation
- Assertion and warding off of liability claims against/from
shareholders and/or organ representatives
- Drafting, customisation and assessment of contracts of
employment for executives
- Implementation of management’s participation
- Assertion and warding off of actions for annulment of a decision
- Assertion and warding off of compensation claims
- Advice and defence of interests in other corporate matters
● Corporate law applicable to corporations limited by shares
- Consulting for stock corporations
- regarding the Corporate Governance Code
- on the business judgment rules
- on risk management systems and
- on compliance guidelines
- Preparation and assistance for general meetings
- Defence in the face of abusive shareholders’ lawsuits
- Advice and protection of interests in other matters of
the law governing corporations limited by shares