Expertise

We advise purchasers and sellers during all stages of mergers & acquisitions and in a broad variety of situations, often in an international context. Thanks to our experience and our set-up, we offer professional support for transactions of various sizes. Depending on the client's needs, we can coordinate and organize transactions comprehensively or provide advice only on selected matters.

Chambers and Partners Europe ranks Wendelstein as a leading firm for Corporate/M&A: Mid Market. → visit profile

Acquisitions of companies in various situations

• Acquisitions by German and international clients
• Acquisitions of companies by financial investors
• Acquisitions of corporations and partnerships
• Acquisitions of listed companies
• Joint ventures
• Company succession
• Acquisitions in distress situations

Organization and coordination of transactions

• national
• international

Due Diligence

• Preparation of due diligence reports in accordance with specific requirements (financiers, W&I insurance companies, vendor due diligence)
• Data room management

Structuring equity participations

• Share deals
• Asset deals
• Investments in the context of capital increases
• Carve-out transactions
• Acquisition financing
• Tax optimization 

Contract structuring and negotiation

• Private transaction with exclusivity
• Auction proceedings

Post-merger services

We advise on the full range of limited liability company, stock corporation, and partnership law, including laws on corporate groups and on company transformation, often at the interface with our other core areas of experience: mergers & acquisitions, private equity, venture capital, capital market law, as well as restructuring and insolvency. We support companies, shareholders, members of executive bodies, and investors in areas such as ongoing corporate advice as well as corporate housekeeping and complex corporate reorganizations or act for them in individual matters. Our corporate law practise is also closely connected to our dispute resolution practise.

Chambers and Partners Europe ranks Wendelstein as a leading firm for Corporate/M&A: Mid Market. → visit profile

Formation of companies

Shareholder and investor agreements

Capital and structural measures under company law

• Capital increases and other financing activities, including in the context of distress situations
• Mergers
• Spin-offs
• Transformations
• Takeovers
• Post-merger integration

Corporate housekeeping 

• Shareholders’ meetings
• Corporate governance issues

Advice for members of executive bodies

• D&O liability and how to avoid it

Advice related to corporate disputes

We advise and represent our clients before state courts and arbitration tribunals as well as in out-of-court disputes. As an independent law firm, we have few conflicts of interest. Our clients often engage us when it matters most: in complex, strategically important cases, often with an international dimension. In order to provide our clients with comprehensive advice, we regularly collaborate with leading law firms abroad.

Our dispute resolution team enjoys an excellent reputation in the market for its thorough, proactive and effective work. The Legal 500 ranks Wendelstein as one of the leading German law firms for financial services litigation. Recognition as a top law firm for litigation by German business newspaper WirtschaftsWoche underscores our expertise.

"For more than ten years, the practice has built a reputation and a market position that can compete in every respect with the teams of the leading international and German law firms. This applies not only to the outstanding expertise and size of the practice, but also to its exceptionally good international network." (The Legal500 Deutschland 2024)

Disputes involving financial institutions

• Disputes relating to so-called Cum/Ex and Cum/Cum transactions
• Disputes involving capital market law 
• Disputes relating to financial products
• Conflicts in the area of financial futures transactions or OTC derivatives
• Conventional liability for investment advice 
• Complex disputes between banks and institutional investors
• Financial disputes related to loans, loan collateral, and bank guarantees
• Potential conflicts, for example with respect to handling negative interest or manipulating market parameters 

Corporate disputes

• Disputes in corporations and partnerships or in the context of corporate groups
• Advisory services for companies, members of executive bodies, and shareholders involved in conflicts relating to the rights and obligations of shareholders
• Advice in the event of liability claims under company law
• Advice during conflicts when shareholders join or resign from a company
• Advice in the event of conflicts on the occasion of shareholders’ meetings

Disputes related to M&A transactions

• Conflicts associated with initiating M&A transactions
• Disputes concerning the formation, interpretation, and effectiveness of M&A agreements
• Disputes involving disagreements about proper fulfilment of contractual duties
• Disputes related to guarantees under M&A agreements
• Complex disagreements, for example in the context of company valuations, purchase price adjustment clauses, or earnout clauses

Disputes related to insolvency law

One focus of our activity is advising private equity, venture capital, and other financial investors and advising on transactions involving these investors. We are very familiar with the specific requirements and market standards of the venture capital and growth capital sectors. In addition to our experience with the purchase of companies and equity participations in companies, as well as financing rounds, we also know how to structure management equity participations and to draft contracts for carried interest structures for funds. Our core skills also include advisory services for executive bodies (such as members of management boards, managing directors, and members of supervisory boards or advisory boards) and managers in the context of private equity and venture capital transactions. Based on client requirements, we can also provide tax advice in connection with private equity or venture capital investments.

Acquisition and sale of companies and equity participations by financial investors 

• Purchase and sale of companies or shares
• Structuring and drafting contracts for buy-out or buy-in transactions
• Auction procedures
• Participation and shareholder agreements
• Advice when structuring financing or refinancing transactions
• Financing rounds and capital increases
• Recapitalizations (recaps)
• IPOs and the purchase and sale of listed shares

Management equity participations

• Structuring virtual and »real« equity participations in companies and management incentives (such as exit bonuses and virtual shares)
• Drafting employment contracts

Carried interest structures for funds

• Drafting contracts for carried interest structures for funds
• Drafting contracts for managers/employees of the financial investor

Advising executive bodies or managers 

• Advising founders/shareholders in connection with the participation of financial investors
• Advising members of management boards, managing directors, and members of supervisory boards or advisory boards in the context of equity participations in other companies or in connection with the sale of a company or shares in a company, a financing round, or an IPO

Tax advisory services in connection with private equity and venture capital investments

• Tax optimization and drafting contracts to maximize tax benefits
• Tax due diligence
• Company audits and conducting tax proceedings (including before the tax courts)

We have many years of experience in real estate law, particularly with the purchase and sale of real estate portfolios.

Transactions

• Structuring, negotiating, and settling purchases and sales of all types of real estate in share and asset deals or under sale and lease-back arrangements

Real Estate Private Equity

• Advising on transactions involving real estate firms with large real estate portfolios

Joint Ventures

• Joint acquisition or joint development of properties

Project development

• Support for drafting contracts in connection with real estate development projects

Asset Management

• Support for leasing, development, and maintenance, or outsourcing of services (property management and facility management)

Tax structuring

• Preparation and subsequent optimization of acquisition, participatory, and contractual structures (tax optimization)

Financing

• Advising borrowers, lenders, and lead managers in the context of real estate financing

Restructuring

• Restructuring of real estate firms, portfolios, and financing
• Sale and acquisition of real estate in a crisis situation

Disputes

• Representation in legal proceedings related to real estate law, advising on appropriately avoiding or resolving disputes (including mediation)

We advise companies, shareholders, banks, bank syndicates and investors in connection with financial restructuring measures and insolvency law issues. We also offer support for investors when purchasing companies in distress and advise creditors in connection with issues of insolvency law. Furthermore, we assert our clients’ claims in debtors’ insolvency proceedings and defend our clients against claims related to insolvency proceedings.

Financial restructuring measures

• Standstill and waiver agreements
• Equity measures 
• Mezzanine capital investments 
• Bridge and restructuring loans and adjustments to existing financing agreements 
• Accounting measures
• Collateral agreements, changes to existing collateral, collateral trust agreements
• Agreements on the creation of restructuring trusts
• Strategies for the use of »Plan B« options

Advising investors purchasing companies in distress

Advising creditors in asserting or securing claims before or during insolvency

Advising members of executive bodies, shareholders, and other stakeholders on how to avoid liability

Asserting claims in the context of insolvency proceedings and defending against such claims, for example in connection with claw back

We advise domestic and foreign clients on all capital markets law matters and represent them vis-à-vis stock exchanges and regulatory authorities.

Advising listed companies in day-to-day capital markets laws matters

Capital markets law advice on public M&A transactions and on block trades

Insider law and ad hoc disclosures

Assistance and support in proceedings involving BaFin (the German financial supervisory authority)

Advice on structural and capital measures, e.g. acquisition of own shares

We advise companies, shareholders, and banks in connection with various types of national and international financing. Our services cover syndicated and bilateral loans, acquisition and real estate financing, the restructuring and refinancing of existing corporate loans, loans in the real estate sector, and the processing of loan commitments.

Loan agreements including syndicated loans

Acquisition financing 

Shareholder loans and other types of shareholder financing

Real estate financing

Collateral agreements

Mezzanine and hybrid financing instruments

Debt securities

Restructuring and refinancing of corporate loans

Work-out of loans

As specialized attorneys and tax advisors, we advise and represent clients in matters requiring particular tax know-how. We are experienced in drafting and negotiating tax-relevant contracts. We have an outstanding record of success in tax proceedings, thanks to our dedication and experience. Our tax planning and structuring has relieved our clients of major tax burdens. Because we are so specialized, we never compete with our clients’ permanent legal and tax advisors; we only supplement their services to the extent requested.

Purchase and sale of companies in different situations (including structuring private equity and venture capital transactions and tax due diligence)

Purchase and sale of real estate and real estate portfolios

Advisory services and drafting of contracts for financial transactions, (financial) restructuring, and company crises and insolvency

Shareholder disputes and the splitting of company assets, particularly in family companies

Asset and company succession planning and structuring (including foundations and laws governing non-profit status)

Company transformations, executive bodies and taxes in corporate groups

Assertion of civil claims related to taxes (out-of-court, in court, and during arbitration proceedings)

• Claims under contractual tax clauses (for example from purchases of companies) 
• Advisor liability 
• Claims related to failed tax optimization models (such as cum/ex or cum/cum)

Tax procedures (tax audits, tax court proceedings, investigations, and voluntary disclosure)

Expert tax opinions and requests for binding information

Cross-border tax structuring and international mutual agreement procedures

Advice on special types and forms of taxation (such as inheritance and gift tax, value-added tax, real estate transfer tax, wage tax, capital gains tax/flat-rate tax on property, and energy tax)

Our notary team delivers a smooth and excellent service when handling all matters of our German and international clients requiring notarization at the highest level. Our notary, who specializes in business law, focuses on corporate and real estate transactions and financing and on company and transformation law.

Company purchase agreements (share and asset deals)

Real estate transactions (share and asset deals, portfolios, developer agreements)

Formation and ongoing notary services for companies of any legal form

• Formation
• Shareholder and participation agreements, joint ventures
• Capital measures
• Amending bylaws 
• Appointing/dismissing members of executive bodies and authorized signatories
• Control and/or profit transfer agreements
• Mergers, including cross-border (in-bound and out-bound)
• Spin-offs
• Changes in legal form
• Liquidation
• Establishing branches of foreign companies

Providing collateral (liens on real property, liens and shares in a business)