Business Law

Incorporation & shareholders' agreement

The choice of legal form and the design of the shareholders' agreement determine how smoothly a company operates for years to come. We advise on the appropriate legal form (GmbH, UG, GmbH & Co. KG), draft the shareholders' agreement and accompany the entire incorporation process – from preparing for the notarial appointment to registration in the commercial register.

Conversion & restructuring

When your business model or ownership structure changes, the optimal legal form often changes too. We accompany changes of legal form, mergers and demergers under the Transformation Act (UmwG) – including coordination with your tax advisor.

Shareholder agreements

Clear rules prevent disputes. We draft shareholder agreements that clearly regulate blocking minorities, voting agreements, pre-emption rights (tag-along, drag-along), vesting models and exit clauses – tailored to your specific situation.

Transactions, M&A, exit

On the purchase or sale of a company, investments, spin-offs or exits we accompany you from the initial exploration through to closing. This includes letters of intent, due diligence, purchase agreements (SPA), warranties & indemnities, earn-out models and post-closing matters.

Shareholder disputes & managing director liability

When shareholders no longer pull in the same direction, often more is at stake than the dispute itself. We represent you in shareholder exclusion proceedings, compulsory redemption of shares, removal of the management board and compensation disputes – with a clear strategy and negotiating skill.

B2B contract drafting

We draft contracts between companies so that they fit your business model, allocate risks cleanly and hold up in court when needed: supply and service contracts, framework agreements, service and work contracts, software licence agreements, NDAs.

T&C preparation & review

T&Cs are a tool – not an end in themselves. We develop T&Cs that strengthen your position without creating cease-and-desist risks. And we review the T&Cs of your contractual partners before you sign – so you know what you are getting into.

Cooperation & licence agreements

Joint ventures, distribution partnerships, licence models: here the devil is in the detail. We structure cooperation agreements so that both sides know clearly who may do what, what it costs, and how the contract is wound up in the event of a dispute.

Contract management

For companies with a complex contractual landscape, we develop structures that build trust: standardised templates, escalation processes, deadline control. Pragmatic and scaled to your size.

Drafting commercial agency agreements

A good commercial agency agreement protects both parties – and prevents later disputes. We draft and review agreements with regard to commission arrangements, contract territory, non-compete clauses, notice periods and the compensation claim.

Enforcing commission claims

If commissions are not paid or not paid in full, these claims can often be enforced even retrospectively – including default interest. We review your contract, determine outstanding commissions and enforce the claims out of court or through litigation.

Disclosure & inspection of books

You have the statutory right to commission statements, a book extract (§ 87c HGB) and in a dispute even to inspect the company's business books. We enforce these disclosure rights on your behalf – they are regularly the key to quantifying the actual amount of your claims.

Compensation claim under § 89b HGB

The compensation claim on termination of the contract is often the most commercially important claim – and at the same time the most complex. We calculate the claim (gross compensation, equitability deductions, maximum amount), negotiate with the company and, if necessary, conduct the litigation. We also advise companies when unjustified claims need to be defended.

Post-contractual non-compete clauses

Post-contractual non-compete clauses are only valid under strict conditions – and are subject to a compensation payment. We assess whether you as a commercial agent are bound by such a clause and, where applicable, enforce the restraint-of-trade compensation.