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Corporate Law

Corporate structuring and shareholder arrangements

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Corporate structure

Establishing and changing a group structure
Allocation of assets among group companies
Shareholders' agreements
Changes in ownership
Capital increases and reductions
Reorganisations
Share and equity transactions
Corporate approvals

Shareholder relations

Allocation of management powers
Reserved matters matrix
Deadlock mechanisms
Share transfers and pre-emption rights
Drag-along / Tag-along
Call and put options
Shareholder exit
Inheritance of shares
Death or incapacity of a shareholder
Non-compete / Non-solicitation
Profit distributions

Corporate conflicts

Assessment of exit scenarios
Business valuation with external experts
Analysis of shareholder and governing body rights
Tax consequences of an exit or separation
Buyout financing
Negotiations
SPA / exit agreement
Division of assets

Ongoing support for business owners

Ongoing corporate matters
Changes to business and ownership structures
Transaction support
Complex contracts
Shareholder relations

Selected experience

Case study

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Corporate Law

Established corporate governance arrangements following the acquisition of a controlling stake in an industrial company

Following the acquisition, we advised on board and shareholder meetings, major and related-party transactions, financing and security arrangements, and the restructuring of the group in accordance with the existing shareholders' agreement.

OutcomePost-acquisition corporate governance and ownership arrangements established for a major industrial asset.

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