Shareholder conflicts can ruin a company. We always strive to find the best overall business solution. To this end, we advise our clients on how to avoid disputes and in the run-up to legal disputes, including dispute avoidance. If efforts to reach a settlement fail, we represent our clients in court and consistently enforce their claims or defend them against counterclaims. We regularly assist with settlement discussions, which can lead to a separation or division of assets, but can also result in the a company continuing albeit with a new structure (new legal form, new articles of association, establishment of an advisory board and its composition).
The corporate law advice provided by A|L|P Rechtsanwälte⋅tax consultants covers the entire evolution of a company – from its structuring and incorporation through operational support to its sale or winding up. In this context, we also advise, if requested, with regard to the tax law implications that regularly have to be taken into account in the event of a change under company law. Moreover, we work closely with our clients’ tax advisors and auditors so that, if necessary, we are able to extend our advice beyond corporate and tax law issues and offer a complete range of services. We have particular expertise in the following core areas of corporate law:
We represent the interests of our clients with great personal commitment in M&A transactions such as the purchase and sale of companies or shares in companies. We provide our clients with holistic advice on all strategic matters and are well versed in the perspectives and expectations of the parties involved as a result of the numerous transactions we have been involved in. Our aim is to develop the optimal structuring for the specific transaction – including tax aspects, if so requested. We provide advice on how to prepare and execute a successful divestment, how to integrate newly acquired companies or how to reinvest proceeds from divestments depending on whether our clients are involved in the transaction as owners, investors, managers or creditors.
We view succession planning as a key part of our remit in matters concerning family owned businesses.
Succession planning is part of strategic business planning, which requires time, calm and care. As important as these individual issues are, it covers more than just the naming of a company successor or streamlining inheritance or gift tax matters, and is also not the same as the mere departure of a senior figure from the company. Every entrepreneur should always take such measures as are necessary to ensure the survival and continuation of the company in the event of their departure, even if it is unplanned.
We draft clear articles of association, which guarantees clear distinctions between the duties of the executive board, company assets and, if necessary, a control committee (supervisory board or advisory board). Nuanced corporate governance allows for consistent succession planning, in which management and ownership of the company go separate ways and control functions can be established to maintain continuity of the company (separation of ownership and control, e.g. by establishing corporate foundations).
We also take care of the necessary coordination of wills and articles of association and examine any continuation, succession and entry clauses with respect to their consequences under civil law, commercial law and tax law. In this context, it is also important to adapt older provisions in company agreements to changed circumstances and to include claims under property law and the law of compulsory portions from inheritance law.
We work hand in hand to develop optimal structuring solutions, taking into account any tax issues that may arise and, in particular, the effects of inheritance and gift tax.