Rechtsanwalt Peter Windorfer Düsseldorf
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CORPORATE LAW

Corporate law is also referred to as “company law”. It forms one of the core areas of our advisory work. This includes the legal questions relating to the establishment, administration and participation in legal forms such as the GmbH, the Aktiengesellschaft (AG), the Kommanditgesellschaft (KG) and various others.

Corporate law is closely related to commercial law. It follows from commercial law that certain entrepreneurial activities, as soon as they reach a certain size, must be registered with the commercial register in order to protect the public and that certain, stricter rules apply to merchants. A sole proprietorship, such as a registered merchant (in German: eingetragener Kaufmann, e.K.), can also be understood as a “legal form”.

We advise and represent you in all commercial and corporate law issues. These include the establishment of companies, the choice of legal form, disputes among shareholders, conversion measures, transactions, ongoing standard measures and much more. In detail, the following can be highlighted:

 

  • Establishment of companies

  • Corporate housekeeping

  • Venture capital

  • M&A

  • Stock corporation law


In addition, there are references to employment law (e.g. co-determination, managing director employment), insolvency law, industry law, accounting law, and tax law. In the area of bookkeeping (accounting law and tax law) we work together with tax consultants and auditors.

Our legal advice includes, in particular:

 

  • New establishment of companies, also as real estate companies

  • Review, drafting and amendment of articles of association

  • Mergers, changes in legal form and other measures in accordance with the German Transformation Act (UmwG) and German Stock Corporation Act (AktG)

  • Implementation of intra-group contracts (domination and/or profit and loss transfer agreements)

  • Advice on issues relating to groups of companies

  • Share capital measures, especially capital increases

  • Judicial appeals against resolutions of the shareholders' meeting

  • Advice with respect to advisory boards

  • Accompanying board meetings (shareholders' meeting, supervisory board, advisory board, board of directors)

  • Sale or acquisition of companies, as a share deal or as an asset deal

  • Due diligence before transactions

  • Judicial enforcement of claims, e.g. from warranties or indemnifications in M&A contracts

  • Investment and shareholders agreements

  • Accompanying financing rounds for young companies (so-called start-ups), on the founders' or the investors' side

  • Advice on the right of co-determination (entrepreneurial co-determination of the employees in a supervisory board that may be set up), including status procedures, if necessary judicial emergency appointment of supervisory board members

  • Advice on the liquidation of companies

  • Advice on legal questions of the German private law partnership (in German: Gesellschaft bürgerlichen Rechts, GbR) and the partnership company (Partnerschaftsgesellschaft), for example for self-employed such as doctors, architects, engineers

  • Advice on silent partnerships (including atypical silent participations), subordinated loans, shareholder loans and similar forms of financing

  • Support in questions of commercial register law (obligation to register, ongoing registrations, corrections of the register content)

WE ARE ALWAYS AVAILABLE TO YOU FOR FURTHER INFORMATION AND YOUR QUESTIONS.

Contact us now:

E: info@win-legal.com

T: +49 (0) 211 882 50270

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